株探米国株
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エドガーで原本を確認する
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2024
☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________ to ________
Commission File Number: 000-50058
PRA Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-3078675
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
120 Corporate Boulevard, Norfolk, Virginia 23502
(888) 772-7326
(Address of principal executive offices, zip code, telephone number)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value per share PRAA NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☑   No  ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes  ☐   No  ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☑   No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☑   No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer  ☑   Accelerated filer  ☐   Non-accelerated filer  ☐  Smaller reporting company  ☐ Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.   ☑  
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐   No  ☑
The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2024 was $764,441,903 based on the $19.66 closing price as reported on the NASDAQ Global Select Market.
The number of shares of the registrant's Common Stock outstanding as of February 20, 2025 was 39,509,560.
Documents incorporated by reference
Portions of the Registrant's definitive Proxy Statement for its 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.



Table of Contents
Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
Signatures

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All references in this Annual Report on Form 10-K ("Form 10-K") to "PRA Group," "our," "we," "us," the "Company" or similar terms are to PRA Group, Inc. and its subsidiaries.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical fact are forward-looking statements, including statements regarding cash collection trends, operating cost trends, liquidity and capital needs and other statements of expectations, beliefs, future plans, strategies and anticipated events or trends. Our results could differ materially from those expressed or implied by such forward-looking statements, or our forward-looking statements could be wrong as a result of risks, uncertainties and assumptions, including the following:
•volatility and uncertainty in general business and economic conditions or financial markets;
•our ability to purchase a sufficient volume of nonperforming loans at favorable pricing;
•our ability to collect sufficient amounts on our nonperforming loans to fund our operations;
•a disruption or failure by any of our outsourcing, offshoring or other third-party service providers to meet their obligations and our service level expectations;
•our ability to achieve the expected benefits of offshoring a portion of our collection and related support activities;
•our ability to successfully implement our cash-generating and cost savings initiatives in our United States ("U.S.") business;
•disruptions of business operations caused by cybersecurity incidents or the failure of information technology infrastructure, networks or communication systems;
•our ability to effectively utilize artificial intelligence ("AI");
•changes in accounting standards and their interpretations;
•the occurrence of goodwill impairment charges;
•loss contingency accruals that are inadequate to cover actual losses;
•our ability to manage risks associated with our international operations;
•our assumptions related to the expected timing and estimated financial effect of exercising our right to sell our remaining 11.7% interest in RCB Investimentos S.A. ("RCB");
•changes in local, state, federal or international laws or the interpretation of these laws, including tax, bankruptcy and collection laws;
•our ability to comply with existing and new regulations of the collection industry;
•changes in tax provisions or exposure to additional tax liabilities;
•investigations, reviews, or enforcement actions by governmental authorities, including the Consumer Financial Protection Bureau ("CFPB");
•our ability to comply with data privacy regulations such as the General Data Protection Regulation ("GDPR");
•adverse outcomes in pending litigation or administrative proceedings;
•our ability to retain, expand, renegotiate or replace our credit facilities and our ability to comply with the covenants under our financing arrangements;
•our ability to manage our capital and liquidity needs effectively, including as a result of changes in credit or capital markets or adverse changes in our credit ratings, whether due to concerns about our industry in general, the financial condition of our competitors, or other factors;
•changes in interest or exchange rates;
•default by, or failure of, one or more of our counterparty financial institutions; and
•the "Risk Factors" in Item 1A of this Form 10-K and in our other filings with the Securities and Exchange Commission ("SEC").
You should assume that the information appearing in this Form 10-K is accurate only as of the date it was issued. Our business, financial condition, results of operations and prospects may have changed since that date. The future events, developments or results described in, or implied by, this Form 10-K could turn out to be materially different. Except as required by law, we assume no obligation to publicly update or revise our forward-looking statements after the date of this Form 10-K, and you should not expect us to do so.
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PART I
Item 1. Business.
OVERVIEW
PRA Group Inc. is a global financial services company with operations in the Americas, Europe and Australia. Our primary business is the purchase, collection and management of portfolios of nonperforming loans. The accounts we purchase are primarily the unpaid obligations of individuals owed to credit originators. We purchase nonperforming loans at a discount to face value for both our Core and Insolvency portfolios. Our Core operation specializes in purchasing and collecting nonperforming loans, which are sold by credit originators when they choose not to pursue, or have been unsuccessful in, collecting the full balance owed. Our Insolvency operation consists primarily of purchasing and collecting on nonperforming loans where the customer is involved in a bankruptcy or similar proceeding. We also purchase and provide fee-based services for class action claims recoveries in the U.S.
PORTFOLIO PURCHASING
To identify purchasing opportunities, our global investment team continuously engages with known and potential sellers, including major banks, consumer finance companies, auto finance providers and other creditors. The types of Core and Insolvency nonperforming loans we purchase include general purpose and private label credit cards, consumer loans, auto loans, overdrafts and small business loans. In valuing these loans, we consider several factors, including the type of asset, the age since charge-off, the geographic region, the sellers' selection criteria and collections activity up to the time of sale. We leverage our extensive data set and modeling experience to determine the price we bid for a portfolio, which considers projected future cash collections, the estimated cost to collect, financing costs and the current market environment. All purchases are subject to approval by the applicable investment committee(s).
Credit originators sell nonperforming loans in either single portfolio transactions, referred to as spot sales, or through pre-arranged sales of multiple portfolios over time, referred to as forward flow sales. Under forward flows, portfolios are purchased on a periodic basis at a negotiated price over a specified term, typically ranging from six to 12 months. In addition, forward flow agreements contain provisions establishing specific criteria for the loans to be purchased, and many allow for termination and/or price renegotiation should the underlying quality of the portfolio deteriorate over time.
Nonperforming loan portfolios are sold through formal sales processes. Typically, the sellers assemble a portfolio and request prices from specific bidders. The bidders form part of a panel of potential buyers that have qualified to participate through a process that includes review of any or all of the following: experience, reputation, financial standing, operating procedures, business practices, customer treatment and compliance oversight. Portfolios can also be sold on an exclusive basis directly to a seller's preferred buyer.
PORTFOLIO COLLECTIONS
Core operation
Our collection efforts are driven by a combination of internally staffed call centers and external vendors. As part of recent initiatives to enhance the performance of our U.S. business, we expanded our use of offshore collectors and conducted a successful work-from-home pilot program for a portion of our collections operations, which led to a planned reduction in the number of collection sites in the U.S. from six to three. Whether accounts are being serviced by internal staff or external vendors, except for accounts placed with a third-party debt collection agency, we utilize our proprietary models to proportionally direct work efforts to those customers most able and willing to pay, and ultimately, to achieve the highest correlation to profitable collections from our call activities.
Another important component of our collection efforts involves legal recovery and the judicial collection of balances from customers who we generally believe have the ability to settle their obligations, but who are unwilling to pay. There are some markets, especially in the Nordic countries, where the collection process follows a prescribed and time-sensitive set of legal actions, but in the majority of instances, we are able to use models and analysis to identify accounts with a higher propensity to pay. We do not begin our collections activity with the legal collections channel, but consider using it if and when our customers do not engage with us voluntarily, and we determine whether to commence legal action to judicially collect based on the characteristics of an account and the applicable local collection laws. The legal process can take an extended period of time and requires an upfront investment in court filing costs, but usually generates net cash collections that likely would not have been realized otherwise. We utilize a combination of internal resources (attorneys and supporting staff), external law firms and other third-party vendors to perform legal recovery and judicial collections.
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Insolvency operation
Accounts that are in an insolvent or bankrupt status are managed by our Insolvency operations team. These accounts fall under insolvency plans such as Individual Voluntary Arrangements ("IVAs") and Trust Deeds in the United Kingdom ("UK"), Consumer Proposals in Canada and various forms of bankruptcy plans in the U.S., Canada, Germany and the UK. We file claims or claim transfers securing our creditor rights under these plans, and we actively manage these accounts through the entire life cycle of the insolvency proceeding to ensure that we participate in any distributions to creditors. The accounts we manage are derived from two sources: (1) purchased portfolios of insolvent nonperforming loans and (2) Core nonperforming loans when our customers file for protection under insolvency or bankruptcy laws after we purchase the accounts.
These accounts are managed under the relevant country's insolvency or bankruptcy codes and may have an associated payment plan that generally ranges from three to seven years. Accounts that are purchased while insolvent can be purchased at any stage of the insolvency or bankruptcy plan life cycle. Accounts sold close to the filing of the insolvency or bankruptcy plan may take months to generate cash flows, while accounts sold years after the filing of the insolvency or bankruptcy plan typically generate cash flows immediately.
Digital channels
We utilize digital platforms to support our inbound collection efforts, and where permitted by local regulations, our outbound communications. Our digital channels allow us to serve our customers in a way that many of them prefer, providing convenient, user-friendly platforms for receiving information, making payments, accessing account information, viewing documents and contacting account representatives.
Seasonality
In all of the countries in which we operate, customer payment patterns can be impacted by multiple factors, including seasonal employment trends, income tax refunds and holiday spending habits.
COMPETITION
Competition is derived primarily from other debt purchasers that either manage their own nonperforming loans or outsource such services. In the U.S., regulatory complexity and burdens, combined with seller preferences for experienced portfolio purchasers, create barriers to successful entry for new competitors, resulting in a fairly stable competitive landscape. In Europe, diverse regulatory environments create varying levels of competition, with some markets being more competitive than others. In Brazil, there are a small number of large purchasers of nonperforming loans, whose experience and access to capital creates barriers to entry for new competitors. We compete with other debt purchasers on a number of individual factors, including price, reputation, industry experience and long-term performance. We believe that our competitive strengths include our:
•diverse global presence, with portfolios in 18 countries;
•strong and longstanding relationships with credit originators globally;
•strong capital position;
•extensive data set informing our proprietary underwriting process and disciplined approach to bidding;
•comprehensive compliance program;
•reputation from previous portfolio purchase transactions;
•customer service; and
•ability to efficiently and effectively collect on various asset types.






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GOVERNMENT REGULATION
We are subject to a variety of federal, state, local and international laws, some of which establish specific guidelines and procedures for the collection, use, retention, security and transfer of personal information that debt collectors must follow when collecting on customer accounts. The most significant government regulations that impact our business are discussed below. For further discussion about how these regulations may impact our business, refer to Item 1A. Risk Factors.
United States
We are subject to supervision by the CFPB, which has primary regulatory authority over consumer debt collection in the U.S and is responsible for enforcing numerous financial statutes and regulations. After the recent change in presidential administration, there have been some indications that the regulatory and enforcement activities of the CFPB may change, but the extent to which these or other future developments may impact our business remains uncertain.

Significant laws and regulations applicable to our U.S. business include the following:
•Fair Debt Collection Practices Act, which imposes certain obligations and restrictions on the practices of debt collectors, including specific restrictions regarding the time, place and manner of communications.
•Fair Credit Reporting Act, which obligates credit information providers to verify the accuracy of information provided to credit reporting agencies and investigate consumer disputes concerning the accuracy of such information.
•Gramm-Leach-Bliley Act ("GLBA"), which requires that certain financial institutions, including collection companies, develop policies to protect the privacy of consumers' private financial information and provide notices to consumers advising them of their privacy policies.
•Electronic Funds Transfer Act, which regulates electronic fund transfer transactions, including a consumer’s right to stop payments on a pre-approved fund transfer and to receive certain documentation of the transaction.
•Telephone Consumer Protection Act, which, along with similar state laws, places certain restrictions on the use of pre-recorded messages and certain automated dialing equipment that places telephone calls to consumers.
•Servicemembers Civil Relief Act, which gives U.S. military service personnel relief from credit obligations they may have incurred prior to entering military service and may also apply in certain circumstances to obligations and liabilities incurred by a servicemember while serving on active duty.
•Health Insurance Portability and Accountability Act, which provides standards to protect the confidentiality of patients' personal healthcare and financial information in the U.S.
•U.S. Bankruptcy Code, which prohibits certain contacts with consumers after the filing of bankruptcy petitions and dictates what types of claims will or will not be allowed in a bankruptcy proceeding, including how such claims may be discharged.
•Americans with Disabilities Act, which requires that telecommunications companies operating in the U.S. take steps to ensure functionally equivalent services are available for their consumers with disabilities and to accommodate consumers with disabilities through, for example, implementation of telecommunications relay services.
•Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd Frank Act"), which restructured the regulation and supervision of the financial services industry in the U.S. and created the CFPB.
At the state and local levels, we are subject to a variety of statutes and regulations. These state and local rules regulate, among other things, collection activity, data collection and use, legal recovery and post-judgment processes, and licensing and bonding.
International
Our non-U.S. businesses are also subject to regulation by various regulators, including central banks and other regulatory bodies such as the UK Financial Conduct Authority, Swedish Financial Supervisory Authority, German Federal Financial Supervisory Authority, Bank of Italy, Polish Financial Supervision Authority and Australian Securities & Investments Commission.
Significant laws and regulations applicable to our international businesses include the following:
•U.S. Foreign Corrupt Practices Act ("FCPA"), UK Bribery Act and Similar Laws, which prohibit certain payments to governmental officials and other individuals.
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•International data protection and privacy laws, which include relevant country specific legislation in the UK and other European countries where we operate that regulate the processing of information related to individuals, including the obtaining, holding, use, or disclosure of such information; the Personal Information Protection and Electronic Documents Act, which aims to protect personal information that is collected, used, or disclosed in certain circumstances for purposes of electronic commerce in Canada; the GDPR, which regulates the processing and free movement of personal data within the European Union ("EU") and the transfer of such data outside the EU; and in the UK, the Data Protection Act 2018, which implements the EU General Data Protection Regulation in the UK.
•EU Directive 2021/2167 (the "Directive"), which creates a regulatory framework for the sale, purchase, and servicing of EU nonperforming loans and requires "credit servicing" to be subject to authorization and oversight processes. EU member states are required to establish regulatory frameworks for authorizations and registrations of all credit servicers and to set standards for consumer protection and fitness and propriety standards for business owners, among other things.
•Consumer Credit Act 1974 (and its related regulations); Unfair Terms in Consumer Contracts Regulations of 1999; and the Financial Conduct Authority's Handbook of rules and guidance, which include the:
•Consumer Credit Sourcebook, which governs regulated and consumer credit agreements and collection activities in the UK;
•Consumer Duty, which sets higher and clearer standards of consumer protection across financial services in the UK and requires firms to act to deliver good outcomes for customers; and
•Senior Managers and Certification Regime, which aims to reduce harm to consumers and strengthen market integrity in the UK by imposing additional obligations on certain individuals who have significant control or influence over the management of UK businesses to ensure accountability for their conduct and competence.
Our non-US businesses are subject to the tax laws and regulations of the countries in which they are organized and operate. Foreign governments from time-to-time consider legislation that could impact our business activities or the amount of taxes that we pay. For example, in 2021, as part of its Global Anti-Base Erosion Model Rules (Pillar Two), the Organization for Economic Cooperation and Development (“OECD”) recommended a minimum 15% tax on the income of large multinational enterprises in each jurisdiction in which they operate. Many of the jurisdictions in which we have operations, including the UK, EU, Canada and Australia, have enacted legislation to begin implementing Pillar Two for tax years beginning in 2024. Other jurisdictions, including Brazil, are taking steps to adopt Pillar Two for tax years beginning in 2025. In addition, certain of our EU and UK subsidiaries are subject to capital adequacy, liquidity, and other requirements imposed by regulators.
HUMAN CAPITAL MANAGEMENT
Our Company’s values and culture are central to our ability to attract, hire and retain talented employees. Our human capital management objectives are grounded in our commitment to these values and ethics and are focused on supporting employee health, safety and wellness and furthering talent development, performance management and engagement.
Commitment to values and ethics
We strive to foster a culture of respect and responsibility through a common set of values and commitments among all our employees referred to as "C.A.R.E.S", which stands for Committed, Accountable, Respectful, Ethical and Successful. Our C.A.R.E.S values guide how we treat each other, how we relate to our customers and the responsibilities we have to other key stakeholders such as our stockholders, sellers and regulators. These values are also reflected in our Code of Conduct.
Total rewards and safety
We are committed to creating a workplace that promotes the health, safety and wellness of our employees. We offer a comprehensive total rewards program, which includes competitive pay and bonus structures, health and wellness benefits, retirement plans and an employee assistance program. In 2024, our U.S. business received the “Safe Workplace Certification” from the Center of Personal Protection and Safety, which demonstrates our commitment to the physical safety of our employees.
Talent development and engagement
We believe that talent development, performance management and engagement of our employees are key to our future success. We offer tuition reimbursement assistance and have a robust suite of training and development offerings for employees across the globe, many available in multiple languages. Our performance management framework is designed to foster accountability, encourage interactive discussions about performance and expand the skills and capabilities of our employees. We conduct an annual employee survey to measure engagement and inform action plans to address employee concerns and celebrate accomplishments.
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We believe that our employees are one of our greatest assets and encourage them to be their best and to be themselves, which fosters an inclusive workplace that values diverse experiences, perspectives and abilities.
Our workforce
As of December 31, 2024, we employed 3,115 full-time equivalents globally, with approximately 71% of our workforce located in the Americas and Australia and 29% in Europe. None of our employees in North America are represented by a union or covered by a collective bargaining agreement. In Europe, we work closely with works councils, and in countries where it is the customary local practice, such as Finland and Spain, we have collective bargaining agreements.
Available Information
We make available on or through our website, www.pragroup.com, certain reports that we file with or furnish to the SEC in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These include our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act ("SEC Filings"). We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at: www.sec.gov.
The information contained on, or that can be accessed through our website, is not, and shall not be deemed to be a part of this Form 10-K or incorporated into any of our other SEC Filings.
Reports filed with, or furnished to, the SEC are also available free of charge upon request by contacting our corporate office at:
PRA Group, Inc.
Attn: Investor Relations
120 Corporate Boulevard, Suite 100
Norfolk, Virginia 23502

Item 1A. Risk Factors.
You should carefully read the following discussion of material factors, events and uncertainties when evaluating our business and the forward-looking information contained in this Form 10-K. The events and consequences discussed in these risk factors could materially and adversely affect our business, results of operations, liquidity, cash flow and financial condition. While we believe we have identified and discussed below the material risk factors affecting our business, these risk factors do not identify all of the risks we face, and there could be additional risks and uncertainties that we do not presently know or that we do not currently believe to be material that could have an adverse effect on our business, results of operations, liquidity, cash flow or financial condition in the future.
OPERATIONAL AND INDUSTRY RISKS
Volatility and uncertainty in general business and economic conditions or financial markets could adversely impact our business, financial performance, results of operations and cash flow.
Our business has been sensitive to, and our financial performance is in part dependent on, the general business and economic conditions in the markets in which we operate. Our financial performance may be adversely affected by an economic recession, a significant rise in inflation including sustained high inflation, interest rate uncertainty, and the effects of governmental fiscal and monetary policies in the markets in which we operate. Any prolonged economic downturn or volatility in the financial or credit markets could place financial pressure on and negatively affect the ability of consumers to pay their debts, which could adversely affect collections and the value of our receivable portfolios. In addition, levels of consumer or commercial lending and financing could decline, thus reducing the volume of nonperforming loans available for purchase, which could adversely affect our business and financial results in the markets in which we operate.


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We may not be able to purchase a sufficient volume of nonperforming loans at favorable pricing, which could adversely impact our profitability.
Our ability to operate profitably is dependent on our ability to purchase and service a sufficient volume of nonperforming loans to generate revenue that exceeds our expenses. The cadence for the purchase of nonperforming loans by quarter, and by year, has been and may continue to be varied and periodic due in large part to the available supply of portfolios in the markets in which we operate and pricing that meets our return thresholds. The availability of nonperforming loan portfolios at prices that generate an appropriate return on our investment depends on a number of factors, including:
•consumer debt levels;
•sales of nonperforming loan portfolios by credit originators;
•competitive factors affecting potential purchasers and credit originators of nonperforming loans;
•our ability to obtain and analyze portfolio data efficiently and to accurately predict collectability; and
•changes in credit and financial lending laws and regulations.
Changes in the financial or credit markets may cause a forward flow agreement to fail to meet our return thresholds, since we have agreed to purchase portfolios at a negotiated price for a specified term, and may end up paying higher prices for portfolios than we would have otherwise agreed to pay for a spot purchase.
Moreover, there can be no assurance that credit originators will continue to sell their nonperforming loans consistent with historical levels, or at all, or that we will be able to bid competitively for those portfolios. Because of the length of time involved in collecting on acquired portfolios and the variability in the timing of our collections, we may not be able to identify trends and make changes in our purchasing strategies in a timely manner. If we are unable to maintain our business or adapt to changing market needs as well as our current or future competitors, we may experience reduced access to nonperforming loan portfolios at appropriate prices, which could adversely impact our business, liquidity, results of operations and cash flow.
We may not be able to collect sufficient amounts to fund our operations due to the purchase of nonperforming loans that ultimately prove to be unprofitable.
Our principal business consists of purchasing and collecting on nonperforming loans from credit originators that consumers or others have failed to pay. The credit originators have typically made numerous attempts to recover on these accounts, often using a combination of in-house recovery efforts and third-party collection agencies. These nonperforming loans are difficult to collect, and we may not collect a sufficient amount to cover our investment and the costs of operating our business. We use statistical models to make cash flow projections as part of our underwriting process, and if they prove to be inaccurate, we may acquire nonperforming loan portfolios that ultimately prove to be below our return thresholds or unprofitable. Moreover, if we experience operational challenges in our collections processes, we may incur losses on portfolios that would have otherwise been profitable, which could adversely impact our business, financial performance, results of operations and cash flow.
We outsource and offshore certain activities related to our business to third parties. Any disruption or failure of these third parties to provide these services could adversely affect our business operations, financial condition and reputation.
We rely on third-party service providers to conduct collection and other activities on our behalf through both outsourcing and offshoring arrangements. These third parties include law firms, collection agencies, data providers, tracing service providers, business process outsourcing companies and information technology firms. If our third-party service providers fail to perform their service obligations in a timely manner or at a satisfactory quality level, or fail to handle the case volume assigned, the quality of our services and operations, as well as our reputation could be adversely impacted. Furthermore, we may not be able to find alternative third parties in a timely manner on terms that are acceptable to us, or because of contractual restrictions that limit our flexibility in responding to disruptions from these third parties. If any of these third-party service providers fail to implement proper controls to meet our industry’s regulatory requirements, violate laws, do not fulfill their contractual obligations, or act inappropriately in conducting their services on our behalf, our operations and reputation could be negatively impacted and result in regulatory fines and penalties.
Our reliance on these third parties to collect, store, process and transmit confidential and sensitive customer and employee data increases our cybersecurity threat profile. A third-party cybersecurity incident could compromise the security, integrity or availability of data, or result in theft, unauthorized access or processing, or disruption of access to data, which could negatively impact our operations. We rely on these third parties to maintain the security of all software code, information technology ("IT") systems and data provided to them and used while providing their services to us.
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Cybersecurity incidents involving third parties on which we rely, as further discussed below, could negatively affect our reputation, our competitive position and our financial performance, and we could face regulatory scrutiny, investigations, lawsuits and potential liability.
We may not achieve the expected benefits of offshoring a portion of our collection activities, which could adversely affect our business, financial condition and results of operations.
To improve our operational and labor efficiencies, we have offshored a portion of our collection and related support activities to third-party service providers located in Asia. As a result of offshoring some of these activities, we may experience a loss of continuity, loss of accumulated knowledge and/or inefficiency. We also cannot predict the availability of qualified workers, interruptions in collections or the impact of macroeconomic drivers in the countries we utilize for these activities. There is inherent risk beyond our control, including exposure to political uncertainty and foreign regulatory restrictions. One or more of these factors, or any other factors not yet identified related to our offshoring activities, could result in unexpected increases in operating expenses and make it more difficult for us to manage our costs and operations, which could cause our profitability to decline. Additional risks related to offshoring are further discussed within this section under International Operations Risks.
We may not be successful in implementing or realizing the expected benefits from our cash generating and cost savings initiatives in our U.S. business, which could have an adverse impact on our business and results of operations.
Our ability to successfully compete depends, in part, on our ability to optimize cash collections at lower marginal costs through effective execution. In our U.S. business, we continue to identify and implement initiatives that we believe will position our business for long-term sustainable growth and profitability by allowing us to achieve a lower marginal cost structure and to execute effectively, particularly in the areas of customer contact strategies and post-judgment legal collections. It is possible that the implementation of some of these initiatives could be altered or delayed or result in unintended consequences, such as business disruptions, distraction of management and employees, reduced productivity, unexpected employee attrition or an inability to attract or retain key personnel. If we are unable to successfully implement some or all of our operational initiatives as planned, or we do not achieve the anticipated cash generating or cost savings improvements as a result of these initiatives, our profitability and cash flows could be adversely impacted.
A cybersecurity incident could damage our reputation and adversely impact our business and financial results.
Our business is highly dependent on our ability to process and monitor a large number of transactions across markets and in multiple currencies. We rely on IT systems to conduct our business, including IT systems developed and administered by third parties. Many of these IT systems contain sensitive and confidential information, including personal data, our trade secrets and proprietary business information, and information and materials owned by or pertaining to our customers, vendors and business partners. The secure maintenance of this information, and the IT systems on which they reside, is critical to our business strategy and our operations and financial performance. As our reliance on IT systems increases, maintaining the security of such IT systems and our data becomes more challenging.
Our IT systems and infrastructure may be vulnerable to computer viruses, cyber-attacks, security breaches caused by employee error or malfeasance, or other disruptions. Although we take a number of steps to protect our IT systems, the attacks that companies have experienced have increased in number, sophistication and complexity in recent years, including threats from the malicious use of AI. Additionally, as we shift more employees to work-from-home arrangements, remote access to our systems has increased significantly, which exposes us to additional cybersecurity risks.
As a result of our reliance on IT systems, we may suffer data security incidents or other cybersecurity incidents, which could compromise our IT systems and networks, creating disruptions and exploiting vulnerabilities in our services. Any such breach or other incident could result in the personal data or other confidential or proprietary information stored on our systems and networks, or our vendors’ systems and networks, being improperly accessed, acquired or modified, publicly disclosed, lost, or stolen, which could subject us to liability to our customers, vendors, business partners and others. We seek to detect and investigate such incidents and to prevent their occurrence where practicable through preventive and remedial measures, but such measures may not be successful.
Should a cybersecurity incident occur, we may be required to expend significant resources to notify affected parties, modify our protective measures, or investigate and remediate vulnerabilities or other exposures. Additionally, such cybersecurity events could cause reputational damage and subject us to fines, penalties, litigation costs and settlements, and financial losses that may not be fully covered by our cybersecurity insurance. To date, disruptions to our IT systems, due to outages, security breaches or other causes, including cybersecurity incidents, have not had a material impact on our business, results of operations or financial condition.
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The failure of our IT or telecommunication systems could result in a loss in productivity, loss of competitive advantage or business disruption.
We depend on continuous and uninterrupted IT and telecommunication systems to operate our business, and significant resources are required to maintain and upgrade our existing systems. We continue to streamline and integrate our global IT and telecommunication systems, infrastructure, network and other core applications, with a focus on optimizing our systems to meet our changing business demands and to mitigate the risks of a changing cybersecurity threat landscape. Although we have invested in strategies to prevent failures, our IT and telecommunication systems are vulnerable to outages due to natural disasters, power loss, computer viruses, security breaches, hardware or software vulnerabilities, disruptions, and similar events. We may not be able to successfully implement certain updates or upgrades to our systems without experiencing difficulties, which could cause us to lose our competitive advantage, divert management’s time, result in a loss of productivity or disrupt business operations, which could have a material adverse effect on our business, financial condition and results of operations.
We use our IT and telecommunications systems to contact consumers to collect on their debts. Over recent years, consumers, telecommunication carriers and email platforms have adopted and implemented filtering and blocking of spam communications. If our calls, texts, emails or other communications are blocked through a spam filter, or we are otherwise not able to contact our customers, our ability to collect on their debt through our call center and digital channels may be impacted, and we would need to pursue collections through another channel or not at all, which could impact our results of operations and financial condition.
We may not effectively utilize AI, or effectively work with other companies that use AI, which could adversely impact our results of operations and result in a loss of competitive advantage or business disruption.
In a rapidly evolving landscape, AI technologies are playing an increasing role within many facets of business. Some of our systems, tools and resources use, integrate or could integrate some form of AI, which has the potential to result in bias, miscalculations, data errors and other unintended consequences. As AI technologies become integral to improving operational efficiency, customer engagement and decision-making processes, and are potentially deployed by sellers and service providers, our results of operations, competitiveness and reputation could be harmed if we are unable to adopt, utilize and control these technologies as quickly, efficiently and effectively as our competition, or we were to enter into business relationships with other companies that experience similar challenges.
We have a significant amount of goodwill which, if impaired in the future, would adversely impact our results of operations.
We have recorded a significant amount of goodwill as a result of our business acquisitions. Goodwill is not amortized, but rather, is tested for impairment at the reporting unit level. Goodwill is required to be tested for impairment annually, or more frequently if events or circumstances indicate that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. There are numerous risks that may cause the fair value of a reporting unit to fall below its carrying amount, which could lead to the recognition of a goodwill impairment charge, including:
•adverse changes in macroeconomic conditions, the business climate or the market for the entity's services;
•significant variances between actual and expected financial results;
•negative or declining cash flows;
•lowered expectations of future results;
•significant expense increases;
•an adverse action or assessment by a regulator;
•a significant increase in discount rates; or
•a sustained decrease in the price per share of our common stock.
Our goodwill impairment testing involves the use of estimates and the exercise of judgment, including judgments regarding expected future business performance and market conditions.
Based on our October 1, 2024, impairment test, we concluded that the goodwill of our reporting units was not impaired. Under the prior year impairment test, the excess of our Debt Buying and Collection ("DBC") reporting unit’s fair value over its carrying value was 6%, and although the excess increased to 11% under our most recent test, if our cash flow projections are not met or if market factors utilized in the impairment test deteriorate, including adverse changes in the debt sales market and an increase in the discount rate, the reporting unit may be at-risk for future impairment.

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Our loss contingency accruals may not be adequate to cover actual losses.
From time-to-time, we are involved in judicial, regulatory and arbitration proceedings or investigations concerning matters arising from our business activities. We establish accruals for potential liability arising from legal proceedings when both the loss is probable and the amount of the loss can be reasonably estimated. We do not have accruals for all legal proceedings where we face a risk of loss, however, we may still incur legal costs for a matter even if we have not accrued a liability. Due to the inherent subjectivity of the assessments and unpredictability of the outcome of legal and regulatory proceedings, amounts accrued may not represent the ultimate loss to us from the legal and regulatory proceedings in question. As a result, our ultimate losses may be significantly higher than the amounts we have accrued. An unfavorable resolution of a legal proceeding or claim could adversely impact our business, financial condition, results of operations or liquidity.
INTERNATIONAL OPERATIONS RISKS
Our international operations expose us to risks, which could harm our business, results of operations and financial condition.
We are a global business with operations in 18 countries. In 2024, our international operations represented 46% of our total portfolio income. Managing a global business is complex, and our international operations are subject to additional risks that may not exist in the U.S., or may be more significant compared to the U.S. This could expose us to adverse economic, industry and political conditions that may have a negative impact on our ability to manage our international operations, which could have a negative impact on our business, results of operations and financial condition.
The global nature of our operations expands the risks and uncertainties described elsewhere in this section, including the following:
•changes in geopolitical conditions and the political, economic, social and labor conditions in the markets in which we operate;
•foreign exchange controls on currency conversion and the transfer of funds that might prevent us from repatriating cash earned in countries outside the U.S. in a tax-efficient manner;
•currency exchange rate fluctuations, currency restructurings, inflation or deflation and our ability to manage these fluctuations through a foreign exchange risk management program;
•different employee/employer relationships, laws and regulations, union recognition and the existence of employment tribunals and works councils;
•laws and regulations imposed by international governments, including those governing data security, sharing and transfer;
•potentially adverse tax consequences resulting from changes in tax laws in the jurisdictions in which we operate, or challenges to our interpretation and application of complex international tax laws;
•logistical, communication and other challenges caused by distance and cultural and language differences, each making it harder to do business in certain jurisdictions;
•volatility of global credit markets and the availability of consumer credit and financing in our international markets;
•uncertainty as to the enforceability of contract rights under local laws;
•the potential of forced nationalization of certain industries, or the impact on creditors' rights, consumer disposable income levels, flexibility and availability of consumer credit and the ability to enforce and collect aged or charged-off debts stemming from international governmental actions, whether through austerity or stimulus measures or initiatives, intended to control or influence macroeconomic factors such as wages, unemployment, national output or consumption, inflation, investment, credit, finance, taxation or other economic drivers;
•the potential for widening military conflicts;
•the potential damage to our reputation due to non-compliance with international and local laws; and
•the complexity and necessity of using non-U.S. representatives, consultants and other third-party vendors.
Any one of these factors could adversely affect our business, results of operations, liquidity, cash flow and financial condition.


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Compliance with complex and evolving international and U.S. laws and regulations governing our international operations could increase our cost of doing business in international jurisdictions.
We operate on a global basis with offices and activities in a number of jurisdictions in the Americas, Europe and Australia. We face increased exposure to risks inherent in conducting business internationally, including compliance with complex international and U.S. laws and regulations that apply to our international operations, which could increase our cost of doing business in international jurisdictions. These laws and regulations include those related to consumer debt, taxation, and anti-corruption laws such as EU Directive 2021/2167, the FCPA, and the UK Bribery Act. Given the complexity of these laws, there is a risk that we may inadvertently breach certain provisions of these laws, such as through the negligent behavior of an employee, or our failure to comply with certain formal documentation requirements. Violations of these laws and regulations by us, any of our employees, or our third-party vendors, either inadvertently or intentionally, could result in fines and penalties, criminal sanctions, restrictions on our operations and the inability to offer our services in one or more countries. Violations of these laws could also adversely affect our business, brand, international expansion efforts, ability to attract and retain employees and our results of operations.
We are monitoring the enactment and implementation of Pillar Two legislation to determine the potential impact on our financial results, as well as monitoring U.S. amendments to the U.S. global intangible low-tax income ("GILTI"), if any. While we currently do not expect that implementation of Pillar Two and any amendments to GILTI will significantly increase our U.S. and international income taxes, there is a risk that the final enactment and implementation throughout our global operations could cause a material increase in our income tax expense.
LEGAL AND REGULATORY RISKS
Our ability to collect and enforce our nonperforming loans may be limited under federal, state and international laws, regulations and policies.
Our operations are subject to licensing and regulation by governmental and regulatory bodies in many of the jurisdictions in which we operate. U.S. federal and state laws, and the laws and regulations of the countries in which we operate, may limit our ability to collect on and enforce our rights with respect to our nonperforming loans regardless of any act or omission on our part. Some laws and regulations applicable to credit issuers may preclude us from collecting on nonperforming loans we acquire if the credit issuer previously failed to comply with applicable laws in generating or servicing those accounts. Collection laws and regulations also directly apply to our business, and such laws and regulations are extensive and subject to change. A variety of state, federal and international laws and regulations govern the collection, use, retention, transmission, sharing and security of consumer data. Consumer protection and privacy protection laws, changes in the ways that existing rules or laws are interpreted or enforced, and any procedures that may be implemented as a result of regulatory consent orders, may adversely affect our ability to collect on our nonperforming loans and adversely affect our business. Our failure to comply with laws or regulations could limit our ability to collect on our nonperforming loans, which could reduce our profitability and adversely affect our business.
Failure to comply with government regulation of the collections industry could result in penalties, fines, litigation, damage to our reputation or the suspension or termination of our ability to conduct our business.
The collections industry throughout the markets in which we operate is governed by various laws and regulations, many of which require us to be a licensed debt collector. Our industry is also at times investigated by regulators and offices of state attorneys general, and subpoenas and other requests or demands for information may be issued by governmental authorities who are investigating debt collection activities. These investigations may result in enforcement actions, fines and penalties, or the assertion of private claims and lawsuits. If any such investigations result in findings that we or our vendors have failed to comply with applicable laws and regulations, we could be subject to penalties, litigation losses and expenses, damage to our reputation, or the suspension or termination of, or required modification to, our ability to conduct collections, which would adversely affect our business, results of operations and financial condition.
In a number of jurisdictions, we must maintain licenses to purchase or own debt and/or to perform debt recovery services, and must satisfy related bonding requirements. Our failure to comply with existing licensing requirements, changing interpretations of existing requirements, or the adoption of new licensing requirements, could restrict our ability to collect in certain jurisdictions, subject us to increased regulation, increase our costs, or adversely affect our ability to purchase, own and/or collect on our nonperforming loans.
Some laws, among other things, may limit the interest rates and fees we can impose on our customers, limit the amount of time we have to file legal actions to enforce customer accounts and require specific account information for certain collection activities. In addition, local requirements and court rulings in various jurisdictions may affect our ability to collect.
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Regulations and statutes applicable to our industry further provide that, in some cases, consumers cannot be held liable for, or their liability may be limited with respect to, charges to their debit or credit card accounts that resulted from unauthorized use. These laws, among others, may limit our ability to recover amounts owed with respect to our nonperforming loans, whether or not we committed any wrongful act or omission in connection with the account.
If we fail to comply with any applicable laws and regulations, including those discussed above, such failure could result in penalties, litigation losses and expenses, damage to our reputation, or otherwise impact our ability to conduct collections efforts, which could adversely affect our business, results of operations and financial condition.
Investigations, reviews or enforcement actions by governmental authorities may result in changes to our business practices, negatively impact our nonperforming loan portfolio purchasing volume, make collection of nonperforming loans more difficult or expose us to the risk of fines, penalties, restitution payments and litigation.
Our debt collection activities and business practices are subject to review by various governmental authorities and regulators, including the CFPB, which may commence investigations, reviews or enforcement actions targeted at businesses in the financial services industry. These investigations or reviews may involve individual consumer complaints or our debt collection policies and practices generally. Such investigations or reviews could lead to assertions by governmental authorities that we are not complying with applicable laws or regulations. In such circumstances, authorities may request or seek to impose a range of remedies that could involve potential compensatory or punitive damage claims, fines, restitution payments, sanctions or injunctive relief, that if agreed to or granted, could require us to make payments or incur other expenditures.
The CFPB has the authority to obtain cease and desist orders (which can include orders for restitution or rescission of contracts, as well as other kinds of affirmative relief), recover costs, and impose monetary penalties (ranging from $5,000 per day to over $1.0 million per day, depending on the nature and gravity of the violation). In addition, where a company has violated Title X of the Dodd-Frank Act or CFPB regulations implemented thereunder, the Dodd-Frank Act empowers state attorneys general and other state regulators to bring civil actions to remedy violations under state law. Governmental authorities could also request or seek to require us to cease certain practices or institute new practices. Negative publicity relating to investigations or proceedings brought by governmental authorities could have an adverse impact on our reputation, harm our ability to conduct business with industry participants and result in financial institutions reducing or eliminating sales of nonperforming loan portfolios to us. Moreover, changing or modifying our internal policies or procedures, responding to governmental inquiries and investigations and defending lawsuits or other proceedings could require significant efforts on the part of management and result in increased costs to our business. In addition, such efforts could divert management's full attention from our business operations. All of these factors could have an adverse effect on our business, results of operations and financial condition.
The CFPB has issued civil investigative demands ("CIDs") to many companies that it regulates, including PRA Group, and periodically examines practices regarding the collection of consumer debt. In April 2023, Portfolio Recovery Associates, LLC, our wholly owned subsidiary, entered into an order with the CFPB settling a previously disclosed investigation of certain debt collection practices (the "2023 Order"). We are currently executing both our redress plan and our compliance plan as required by the 2023 Order. There can be no assurance we will implement each requirement to the satisfaction of the CFPB or that additional litigation or new industry regulations currently under consideration by the CFPB would not have an adverse effect on our business, results of operations and financial condition.
After the recent change in presidential administration, there have been some indications that the regulatory and enforcement activities of the CFPB may change, but the extent to which these or other future developments may impact our business remains uncertain.
The regulation of data privacy in the U.S. and globally, or an inability to effectively manage our data governance structures, could have an adverse effect on our business, results of operations and financial condition by increasing our compliance costs, exposing us to the risk of liability or decreasing our competitiveness.
A variety of jurisdictions in which we operate have laws and regulations concerning privacy, AI, cybersecurity and the protection of personal data, including the EU GDPR, the UK GDPR, the U.S. GLBA, the EU Artificial Intelligence Act, the EU Digital Operational Resilience Act, and the California Consumer Privacy Act of 2018. These laws and regulations create certain privacy rights for individuals and impose prescriptive operational requirements for covered businesses relating to the processing and protection of personal data, the use of AI and may also impose substantial penalties for non-compliance.
Laws and regulations relating to privacy, AI, cybersecurity and data protection are rapidly evolving, and any such proposed or new legal frameworks could significantly impact our operations, financial performance and business. The application and enforcement of these evolving legal requirements is uncertain and may require us to further change or update our information practices, and could impose additional compliance costs and regulatory scrutiny.
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If we fail to effectively implement and maintain data governance structures across our business, or to effectively interpret and utilize such data, our operations could be exposed to additional adverse impacts, and we could be at a competitive disadvantage.
In addition, we rely on data provided to us by credit reference agencies and servicing providers. If these agencies and service providers were to stop providing us with data for any reason; for example, due to a change in governmental regulation, there could be a material adverse effect on our business, results of operations and financial condition.
We may incur significant costs complying with legal obligations and inquiries, investigations or any other government actions related to privacy, cybersecurity, and data protection. Such legal requirements and government actions also may impede the development of our business, make existing services or businesses unprofitable, increase our operating costs, require substantial management resources, result in adverse publicity and subject us to remedies that harm our business or profitability, including penalties or orders that may change or terminate current business practices. Our insurance policies may be insufficient to insure us against such risks, and future escalations in premiums and deductibles under these policies may render them uneconomical.
Changes in tax provisions or exposures to additional tax liabilities could have an adverse effect on our financial condition.
We record reserves for uncertain tax positions based on our assessment of the probability of being able to successfully sustain the positions taken. Management may be required to exercise significant judgment when making these assessments, in determining whether a tax liability should be recorded and, if so, estimating the amount. Our tax filings are subject to audit by domestic and international tax authorities. If any tax filing positions are successfully challenged, payments could be required that are in excess of the amounts accrued, or we may be required to reduce the carrying amount of our deferred tax assets, either of which could be significant to our financial condition or results of operations. Although we believe our estimates are reasonable, the ultimate tax outcomes may differ from the amounts recorded in our financial statements and may adversely or beneficially affect our financial results in the period(s) in which such outcomes are determined. While we currently do not expect the implementation of Pillar Two will significantly increase our U.S. and international income taxes, there is a risk that final enactment and implementation throughout our global operations could have a material impact on our effective tax rate and our business, results of operations, financial condition and cash flow.
FINANCIAL RISKS
We expect to continue to use leverage in executing our business strategy, which may have adverse consequences.
We have and may continue to incur a substantial amount of debt in the future. As of December 31, 2024, we had total consolidated indebtedness of $3.3 billion, of which $2.0 billion was secured indebtedness. Our unsecured indebtedness consisted of the $398.0 million outstanding principal amount of our 8.375% Senior Notes due 2028, $350.0 million outstanding principal amount of our 5.00% Senior Notes due 2029 and $550.0 million outstanding principal amount of our 8.875% Senior Notes due 2030. Total availability under our credit facilities as of December 31, 2024 was $1.0 billion, comprised of $564.3 million based on current ERC and subject to debt covenants, and $462.0 million of additional availability subject to borrowing base and debt covenants, including advance rates. We consider a number of factors when evaluating our level of indebtedness and when making decisions about incurring any new indebtedness, including the purchase price of assets to be acquired with debt financing and the ability of those assets, and the Company as a whole, to generate cash flow to cover the expected debt service.
Incurring a substantial amount of indebtedness could have consequences for our business, including:
•making it more difficult for us to satisfy our obligations with respect to our debt and to our trade and other creditors;
•increasing our vulnerability to adverse changes in economic or industry conditions, including higher interest rate environments;
•limiting our ability to obtain additional financing to fund capital expenditures and acquisitions, particularly when the availability of financing in the capital markets is constrained;
•requiring us to use a substantial portion of our cash flows from operations to repay our indebtedness, which reduces our ability to use our cash flows to fund working capital, capital expenditures, acquisitions and general corporate requirements;
•increasing the amount of interest expense owed since the indebtedness under our credit facilities bears interest at floating rates, which, if interest rates increase, will result in higher interest expense;
•limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
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•placing us at a competitive disadvantage compared to less leveraged competitors.
Our business may not generate sufficient cash flow from operations, and future borrowings may not be available to us through capital markets financings, under credit facilities or otherwise, in an amount sufficient to enable us to repay our indebtedness, repurchase our senior notes upon a change of control, or fund our other liquidity needs. Furthermore, we may need to refinance all or a portion of our indebtedness at or before its scheduled maturity, but we may not be able to do so on commercially reasonable terms or at all.
We may not be able to generate sufficient cash flow or complete alternative financing plans, including raising additional capital, to meet our debt service obligations.
Our ability to generate sufficient cash flow from operations to make scheduled payments on our debt obligations will depend on our current and future financial performance, which in part depends on general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. If we do not generate sufficient cash flow from operations to satisfy our debt obligations, including interest payments and the payment of principal at maturity, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets or seeking additional debt or equity, or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. We cannot provide assurance that any refinancing would be possible, that any assets could be sold, or, if sold, of the timeliness and amount of proceeds that would be realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of our various debt instruments then outstanding. Furthermore, our ability to refinance depends upon the condition of the finance and credit markets. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms or on a timely basis, could materially affect our business, financial condition and results of operations, and may delay or prevent the expansion of our business.
The agreements governing our indebtedness include provisions that may restrict our financial and business operations.
Our credit facilities and the indentures that govern our Senior Notes contain financial and other restrictive covenants, including restrictions on certain types of transactions and our ability to pay dividends to our stockholders. These restrictions may interfere with our ability to engage in other necessary or desirable business activities, which could adversely affect our business, financial condition and results of operations.
The failure to satisfy any of these covenants could have negative consequences, including the following:
•acceleration of outstanding indebtedness;
•exercise by our lenders of rights with respect to the collateral pledged under certain of our outstanding indebtedness;
•our inability to continue to purchase nonperforming loans; or
•our inability to secure alternative financing on favorable terms, if at all.
Adverse changes in our credit ratings could have a negative impact on our business, results of operations and financial condition.
Our ability to access capital markets is important to our ability to operate our business. Increased scrutiny of our industry and the impact of regulation, as well as changes in our financial performance and unfavorable conditions in the capital markets, could result in credit agencies reexamining and downgrading our credit ratings. A downgrade in our credit ratings may restrict or discontinue our ability to access capital markets at attractive rates and increase our borrowing costs, which could adversely affect our business, financial condition and results of operations.
Item 1B. Unresolved Staff Comments.
None.

Item 1C. Cybersecurity.
We rely heavily on IT systems to operate our business, including processing and monitoring a large number of transactions across different markets and multiple currencies. To date, we have not experienced a cybersecurity incident that we deemed to be material. For a discussion of whether and how risks from cybersecurity threats could materially and adversely affect us, including our business, results of operations or financial condition, refer to Item 1A. Risk Factors – "Operational and Industry Risks," which is incorporated by reference into this Item 1C.


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Risk Management and Strategy
We have developed and implemented an information security program predicated on industry practices, frameworks and applicable regulations that are reinforced by policies, processes, procedures, standards, technologies and training designed to protect our IT systems, operations and sensitive business information with administrative, physical and technical safeguards. Through our information security program, we seek to assess, identify, monitor, mitigate and manage cybersecurity incidents and threats, and to prevent the occurrence of a cybersecurity incident through protective and detective technologies that measure and monitor our critical IT systems, which include among others, intrusion detection and protection, email security, endpoint security, third-party security monitoring and proactive security testing. Our information security program is integrated as part of our enterprise risk management framework.
We regularly conduct internal risk assessments to identify reasonably foreseeable security risks or threats and to evaluate and categorize those risks or threats based on the likelihood and potential impact to the security, confidentiality and integrity of our IT systems and sensitive business information. Our risk assessments are developed from industry best practices and frameworks, including external third-party maturity assessments. As part of our information security program, we regularly assess the sufficiency of our safeguards to control potential risks. As part of our risk assessment process, we regularly measure, analyze and report security and risk metrics and share those findings with the Board and senior management. We have invested and continue to invest in risk management measures in order to protect our IT systems, operations and sensitive business information.
To strengthen our cybersecurity readiness, we have developed a cybersecurity incident management process that incorporates the use of third-party IT resources. Our cybersecurity incident response plan is intended to promptly identify, evaluate, respond, remediate and recover from cybersecurity incidents through the preparation, detection, analysis, communication, eradication and containment of such incidents, including those associated with third-party service providers. The identification, assessment and response functions related to information security are managed by an internal incident response team, which is responsible for maintaining and operationalizing our incident response plan. Key components of our cybersecurity incident management process and response plan include root cause analysis when incidents occur, tabletop exercises and implementation of business continuity and disaster recovery plans.
To protect against the risk of cybersecurity threats, we evaluate new and existing third-party service providers through a risk assessment process designed to assess their capabilities for maintaining appropriate safeguards over the information provided to them. Where applicable, we require our third-party service providers, by contract, to implement and maintain such safeguards and periodically evaluate these providers and the continued adequacy of their safeguards based on the risk they present. In addition, we may engage third-party service providers to perform functions associated with our information security program and the assessment of security threats. The third-party risk assessments and reports are shared with internal teams and IT leadership to assist with ongoing risk mitigation actions.
We regularly evaluate and adjust our information security procedures by integrating emerging technologies, revised frameworks and industry best practices. We require employees to participate in periodic training covering information security-related topics, maintain informational content on our internal portals and conduct ongoing simulated phishing exercises.
Governance
Role of our Board of Directors
Our Board of Directors oversees the Company’s enterprise risk management framework, which includes information security. The Board has delegated responsibility for overseeing enterprise risk to its Risk Committee, which is governed by a formal charter. Consistent with the Risk Committee Charter, management reports regularly to the Risk Committee on key risks to the Company, including cybersecurity risks. Our Chief Information Officer (“CIO”) and Chief Information Security Officer (“CISO”) report regularly to the Risk Committee on the overall status of, and any recommended changes to, the information security program, compliance with applicable regulations and material matters related to the program. The Risk Committee Chair reports to the Board of Directors on matters discussed during Risk Committee meetings.
Role of management
Led by our CIO and CISO, our information security management team oversees the design, implementation and evolution of our security practices to protect critical business processes, information systems and IT assets across our business. The information security management team is primarily responsible and accountable for the awareness, oversight and control of enterprise information security and the implementation of cybersecurity policies, procedures and strategies. Our information security management and risk assessment teams regularly communicate to senior management about the effectiveness and efficiency of our information security program’s risk management processes. Senior management reviews such assessments, reports any potential threats and vulnerabilities and responds accordingly, including by providing regularly scheduled reports and escalating items, as necessary, to our Disclosure Committee and Risk Committee.
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Our information security management team is led by a global CIO to whom the CISO reports. The CIO, who reports directly to the Chief Executive Officer ("CEO"), has more than 30 years of related experience and is responsible for IT, information security and business applications at a strategic level across our global platforms. Moreover, the CIO is also responsible for reporting any information security matters to our Disclosure Committee to support compliance with applicable disclosure obligations. Our CISO has held various positions in the information security field over the past 18 years, including senior level positions across multiple industries with a focus on establishing and executing systems and security strategies to protect corporate data and improve regulatory compliance. The experience of our information security management spans various job practice analysis areas and is underpinned by relevant education and certifications as well as decades of in-field experience in areas such as information security program development, information security governance, risk management and information security incident management.
Item 2. Properties.
Our corporate headquarters are located in Norfolk, Virginia. In addition, as of December 31, 2024, we had 10 operational sites in the Americas (eight leased and two owned), eight in Europe (all leased) and one in Australia (leased).
Item 3. Legal Proceedings.
We and our subsidiaries are from time-to-time subject to a variety of legal and regulatory claims, inquiries and proceedings, most of which are incidental to the ordinary course of our business. We initiate lawsuits against customers and are occasionally countersued by them in such actions. Also, customers, either individually, as members of a class action, or through a governmental entity on behalf of customers, may initiate litigation against us in which they allege that we have violated a state or federal law in the process of collecting on an account. From time-to-time, other types of lawsuits are brought against us.
Refer to the "Litigation and Regulatory Matters" section of Note 14 to our Consolidated Financial Statements included in Item 8 of this Form 10-K for information regarding legal proceedings in which we are involved.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Common Stock
Our common stock is traded on the Nasdaq Global Select Market under the symbol "PRAA". Based on information provided by our transfer agent and registrar, as of February 19, 2025, there were 44 holders of record.
Stock Performance
The following graph and subsequent table compare, from December 31, 2019 to December 31, 2024, cumulative stockholder returns assuming an initial investment of $100 in our common stock (PRAA), the stocks comprising the Nasdaq Financial 100 (IXF) and the stocks comprising the Nasdaq Global Market Composite Index (NQGM) at the beginning of the period. Any dividends paid during the five-year period are assumed to be reinvested.
707
Ticker 2019 2020 2021 2022 2023 2024
PRA Group, Inc. PRAA $ 100.0  $ 109.3  $ 138.3  $ 93.1  $ 72.2  $ 57.5 
Nasdaq Financial 100 IXF $ 100.0  $ 103.7  $ 132.0  $ 100.1  $ 113.3  $ 142.2 
Nasdaq Global Market Composite Index NQGM $ 100.0  $ 164.9  $ 139.9  $ 77.4  $ 82.4  $ 88.2 
The comparisons of stock performance shown above are not intended to forecast or be indicative of possible future performance of our common stock. We do not make or endorse any predictions as to our future stock performance.
Dividend Policy
Our Board of Directors sets our dividend policy. We do not currently pay regular dividends on our common stock and did not pay dividends during the three years ended December 31, 2024; however, our Board of Directors may determine in the future to declare or pay dividends on our common stock. Our credit facilities and the indentures that govern our senior notes contain financial and other restrictive covenants, including restrictions on certain types of transactions and our ability to pay dividends to our stockholders. Any future determination as to the declaration and payment of dividends will be at the discretion of our Board of Directors and will depend on conditions then existing, including our results of operations, financial condition, contractual restrictions, capital requirements, business prospects and other factors that our Board of Directors may consider relevant.
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Recent Sales of Unregistered Securities
None.
Share Repurchase Programs
On February 25, 2022, our Board of Directors approved a share repurchase program under which we are authorized to repurchase up to $150.0 million of our outstanding common stock. For more information, refer to Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" of this Form 10-K.
We did not repurchase any common stock during the fourth quarter of the year ended December 31, 2024.
Item 6. [Reserved]

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with our audited financial statements and accompanying notes thereto included in Item 8 of this Form 10-K (see Frequently Used Terms at the end of this Item 7 for certain definitions that may be used throughout this Form 10-K).
Unless otherwise specified, references to 2024, 2023 and 2022 are for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, respectively.
Executive Summary
We are a global financial services company with operations in the Americas, Europe and Australia. Our primary business is the purchase, collection and management of portfolios of nonperforming loans.
2024 highlights
•Portfolio purchases of $1.4 billion, an increase of 22.0%.
•ERC of $7.5 billion at year-end, an increase of 16.6%.
•Cash collections of $1.9 billion, an increase of 12.5%.
•Net income attributable to PRA Group, Inc. of $70.6 million.
•Diluted earnings per share of $1.79.
The past year was one of the most transformational years in our nearly three-decade long history. In 2024, we expanded our senior leadership team, further differentiated our European business, strengthened our capital structure and delivered on our cash-generating and operational initiatives in the U.S, where improvements in our legal collections process helped drive 2024 U.S. legal collections of $376.0 million, an increase of 42.4% compared to the prior year. Additionally, we initiated the consolidation of our U.S. collection sites from six to three and expanded our use of third-party offshore collection agencies, resulting in offshore collectors representing more than 30.0% of our overall U.S. collector base as of December 31, 2024.
We continued to strengthen and expand our seller relationships globally in 2024, leveraging the diversification provided by our global portfolio. With strong execution, and by maintaining focus on our strategic pillars of optimizing investments, driving operational execution and managing expenses, we believe we are well positioned to sustain the momentum in 2025.
U.S.
Portfolio purchases were $795.8 million in the U.S. in 2024, an increase of 40.2% compared to 2023, and the second highest annual total in our history. We continued to capitalize on the strong levels of portfolio supply, driven by the growth in industry credit card balances, as well as elevated delinquency and charge-off rates, and pricing discipline has resulted in an expectation for improved returns on our investments.
During 2024, we implemented a wide range of enhancements in our U.S. call center operations. Within our legal collections channel, we focused on refining our processes, reducing cycle times and optimizing our post-judgment activities. Additionally, we launched a second offshore call center in Asia in 2024 and anticipate adding additional offshore collectors in 2025. Looking ahead, we expect overall strong U.S. portfolio supply in 2025, driven by rising credit card balances and elevated charge-off rates.
Europe
Portfolio purchases were $508.3 million in Europe in 2024, an increase of 14.4% compared to 2023, with stronger market supply in the fourth quarter of 2024 and broad geographic diversity of our portfolio purchases. During 2024, our deep seller relationships helped us expand on our track record of disciplined growth and profitability in the region, and for 2025, we are expecting portfolio supply to remain relatively stable.
Brazil
Through our strategic partnerships, we have been able to consistently generate cash collections growth and profitability in Brazil. On January 2, 2025, we exercised our right to sell our remaining 11.7% interest in RCB Investimentos S.A. ("RCB"), a servicing company for nonperforming loans in Brazil, and expect to record an estimated net after-tax gain of approximately $25.0 million prior to June 30, 2025 (refer to Note 17 to our Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information). This transaction will not impact our majority ownership interests in our Brazilian investment funds, and we do not expect it will impact our existing operations or future portfolio investment opportunities in Brazil.
21


Summary of Selected Financial Data
As of or for the year ended December 31, (in thousands, except per share, ratio, headcount data or where otherwise noted)
2024 2023 2022
Income statement
Portfolio income $ 857,188  $ 757,128  $ 772,315 
Changes in expected recoveries 240,868  29,134  168,904 
Total revenues 1,114,524  802,554  966,524 
Total operating expenses 774,792  702,062  680,722 
Interest expense, net 229,267  181,724  130,677 
Income tax expense/(benefit) 21,032  (16,133) 36,787 
Net income/(loss) attributable to PRA Group 70,601  (83,477) 117,147 
Performance data and ratios
Adjusted EBITDA (1)
$ 1,137,552  $ 1,006,998  $ 1,106,987 
Cash efficiency ratio (2)
58.8  % 58.0  % 61.0  %
Return on average Total stockholders' equity - PRA Group (3)
6.1  (7.2) 9.5 
Return on average tangible equity (4)
9.5  (11.3) 15.0 
Common share data
Diluted earnings per share $ 1.79  $ (2.13) $ 2.94 
Diluted average common shares outstanding 39,542  39,177  39,888 
Portfolio volumes
Total portfolio purchases $ 1,407,834  $ 1,154,083  $ 849,995 
Total cash collections 1,868,576  1,660,450  1,729,041 
Estimated remaining collections (year-end) 7,460,626  6,398,576  5,699,743 
Balance sheet (year-end)
Finance receivables, net $ 4,140,742  $ 3,656,598  $ 3,295,008 
Borrowings 3,326,621  2,914,270  2,494,858 
Total stockholders' equity - PRA Group, Inc. 1,135,032  1,167,112  1,227,661 
Credit facility availability (year-end)
Availability based on current ERC $ 564,321  $ 344,422  $ 465,126 
Additional availability 462,018  938,520  1,636,563 
Total availability 1,026,339  1,282,942  2,101,689 
Headcount (year-end)
Full-time equivalents 3,115  3,155  3,277 
(1)Adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") is a non-GAAP financial measure. Refer to section "Non-GAAP Financial Measures" for a reconciliation of Net income/(loss) attributable to PRA Group, the most directly comparable financial measure calculated and reported in accordance with GAAP, to Adjusted EBITDA.
(2)Calculated by dividing cash receipts less operating expenses by cash receipts.
(3)Calculated by dividing Net income income/(loss) attributable to PRA Group by average Total stockholders' equity - PRA Group for the year.
(4)Return on average tangible equity ("ROATE") is a non-GAAP financial measure. Average tangible equity is also a non-GAAP financial measure. Refer to section "Non-GAAP Financial Measures" for a reconciliation of Total stockholders' equity - PRA Group, the most directly comparable financial measure calculated and reported in accordance with GAAP, to average tangible equity.
22


2024 vs. 2023
Portfolio purchases
Portfolio purchases for 2024 and 2023 were as follows (amounts in thousands):
2024 2023 $ Change % Change
Americas and Australia Core $ 831,097  $ 618,913  $ 212,184  34.3  %
Americas Insolvency 68,405  90,777  (22,372) (24.6)
Total Americas and Australia 899,502  709,690  189,812  26.7 
Europe Core 464,370  398,696  65,674  16.5 
Europe Insolvency 43,962  45,697  (1,735) (3.8)
Total Europe 508,332  444,393  63,939  14.4 
Total portfolio purchases $ 1,407,834  $ 1,154,083  $ 253,751  22.0  %
Total portfolio purchases were $1.4 billion in 2024, an increase of $253.8 million, or 22.0%, compared to $1.2 billion in 2023. The increase was primarily due to an increase in Americas and Australia Core purchases of $212.2 million, driven by increases in market supply. Additionally, Europe Core purchases, which were spread broadly across our markets, increased $65.7 million due to higher volumes in certain markets and the addition of new sellers.
Cash collections
Cash collections for 2024 and 2023 were as follows (amounts in thousands):
2024 2023  $ Change % Change
Americas and Australia Core $ 1,045,377  $ 892,687  $ 152,690  17.1  %
Americas Insolvency 102,312  104,237  (1,925) (1.8)
Total Americas and Australia 1,147,689  996,924  150,765  15.1 
Europe Core 623,478  572,092  51,386  9.0 
Europe Insolvency 97,409  91,434  5,975  6.5 
Total Europe 720,887  663,526  57,361  8.6 
Total cash collections $ 1,868,576  $ 1,660,450  $ 208,126  12.5  %
Total cash collections were $1.9 billion in 2024, an increase of $208.1 million, or 12.5%, compared to $1.7 billion in 2023. The increase was primarily due to an increase in U.S. Core cash collections of $153.5 million, driven by higher recent purchasing levels and our cash-generating initiatives, particularly in the legal collections channel, which increased by $112.0 million. Cash collections in Europe increased $57.4 million, where higher recent purchasing levels helped drive increased collections in most of our markets.










23


Portfolio revenue
Total portfolio revenue for 2024 and 2023 was as follows (amounts in thousands):
2024 2023  $ Change % Change
Portfolio income $ 857,188  $ 757,128  $ 100,060  13.2  %
Recoveries collected in excess of forecast 156,135  65,132  91,003  139.7 
Changes in expected future recoveries 84,733  (35,998) 120,731  335.4 
Changes in expected recoveries 240,868  29,134  211,734  726.8 
Total portfolio revenue $ 1,098,056  $ 786,262  $ 311,794  39.7  %
Total portfolio revenue was $1.1 billion in 2024, an increase of $311.8 million, or 39.7%, compared to $786.3 million in 2023. Portfolio income increased $100.1 million, or 13.2%, due in large part to the impact of higher purchasing and improved pricing in the U.S. beginning in 2023, while changes in expected recoveries increased $211.7 million. Recoveries collected in excess of forecast increased $91.0 million, or 139.7%, due in large part to overperformance on our pre-2021 U.S. Core pools, which benefited from our cash-generating initiatives. Changes in expected future recoveries increased $120.7 million, or 335.4%, from a net negative adjustment of $36.0 million in 2023 to a net positive adjustment of $84.7 million in 2024. The increase in 2024 was largely driven by increases to the collections forecasts on our pre-2021 U.S. Core pools and certain pools in Europe. In 2023, the net negative adjustment was largely due to the impact of a softer than expected tax refund season in the U.S., with nearly half of the negative adjustment related to our 2021 U.S. Core pool.
Operating expenses
Operating expenses for 2024 and 2023 were as follows (amounts in thousands):
2024 2023 $ Change % Change
Compensation and benefits $ 298,903  $ 288,778  $ 10,125  3.5  %
Legal collection costs 124,782  89,131  35,651  40.0 
Legal collection fees 56,623  38,072  18,551  48.7 
Agency fees 83,334  74,699  8,635  11.6 
Professional and outside services 83,218  82,619  599  0.7 
Communication 43,433  40,430  3,003  7.4 
Rent and occupancy 16,929  17,319  (390) (2.3)
Depreciation, amortization and impairment 10,792  18,615  (7,823) (42.0)
Other operating expenses 56,778  52,399  4,379  8.4 
Total operating expenses $ 774,792  $ 702,062  $ 72,730  10.4  %
Compensation and benefits
Compensation and benefits expense increased $10.1 million, or 3.5%, due largely to higher wage costs and compensation accruals in the current year, offset by a decrease of $7.3 million in severance related expenses. The costs associated with an increase in headcount to service our recent purchasing volumes were partially offset by leveraging third parties and offshore call centers to reduce collection costs.
Legal collection costs
Legal collection costs consist primarily of costs paid to courts where a lawsuit is filed for the purpose of attempting to collect on an account. The increase of $35.7 million, or 40.0%, was primarily due to higher account volumes in both our U.S. and Europe legal collections channels.
Legal collection fees
Legal collection fees represent contingent fees incurred for cash collections generated by our third-party attorney network. The increase of $18.6 million, or 48.7%, mainly reflected higher external legal collections within our U.S. Core portfolio.
24


Agency fees
Agency fees primarily represent third-party collection fees. The increase of $8.6 million, or 11.6%, was primarily due to higher collection fees in Brazil.
Communication
Communication expense relates mainly to correspondence, network and calling costs associated with our collection efforts. The increase of $3.0 million, or 7.4%, was primarily due to an expansion in account volumes associated with higher levels of portfolio purchases.
Depreciation, amortization and impairment
Depreciation, amortization and impairment decreased $7.8 million, or 42.0%, due mainly to a $5.2 million impairment charge taken in 2023 associated with our decision to cease call center operations at one of our owned regional offices in the U.S.
Interest expense, net
Interest expense, net for 2024 and 2023 was as follows (amounts in thousands):
2024 2023  $ Change % Change
Interest on revolving credit facilities and term loan, and unused line fees $ 139,270  $ 110,684  $ 28,586  25.8  %
Interest on senior notes 88,731  69,728  19,003  27.3 
Interest on convertible notes —  5,032  (5,032) (100.0)
Amortization of debt premium and issuance costs, net 10,567  9,223  1,344  14.6 
Interest income (9,301) (12,943) 3,642  (28.1)
Interest expense, net $ 229,267  $ 181,724  $ 47,543  26.2  %
Interest expense, net was $229.3 million in 2024, an increase of $47.6 million, or 26.2%, compared to $181.7 million in 2023. The increase was primarily due to a higher average debt balance in 2024 to support increased levels of portfolio investments, and to a lesser extent, higher interest rates.
Income tax expense/(benefit)
Income tax expense/(benefit) and our effective tax rate for 2024 and 2023 were as follows (amounts in thousands):
2024 2023  $ Change % Change
Income tax expense/(benefit) $ 21,032  $ (16,133) $ 37,165  230.4  %
Effective tax rate 19.2  % 19.5  %
Income tax expense was $21.0 million in 2024, an increase of $37.1 million, or 230.4%, compared to an income tax benefit of $16.1 million in 2023. The increase was primarily due to higher income before taxes in 2024. The effective tax rate decreased marginally and was impacted by changes in the mix of income from different taxing jurisdictions and the timing and amount of discrete items.
Noncontrolling interests
In Brazil, we purchase nonperforming loan portfolios through investment funds in which we hold a majority interest. The portion of our Net income/(loss) attributable to noncontrolling interests is reflected in Adjustment for net income attributable to noncontrolling interests in our Consolidated Income Statements, which totaled $18.0 million in 2024 compared to $16.7 million in 2023.




25


Balance sheet
Finance receivables, net
Finance receivables, net were $4.1 billion as of December 31, 2024, an increase of $484.1 million, or 13.2%, compared to $3.7 billion as of December 31, 2023, driven largely by portfolio purchases of $1.4 billion and changes in expected recoveries of $240.9 million, partially offset by recoveries collected and applied to Finance receivables, net of $1.0 billion.
Goodwill
Goodwill was $396.4 million as of December 31, 2024, a decrease of $35.2 million, or 8.2%, compared to $431.6 million as of December 31, 2023. The decrease was due to foreign currency translation adjustments.
Borrowings
Borrowings were $3.3 billion as of December 31, 2024, an increase of $412.4 million, or 14.1%, compared to $2.9 billion as of December 31, 2023. The increase was primarily due to net borrowings under senior notes of $252.0 million and incremental net borrowings under our North American revolving credit facility of $127.7 million associated with the increase in purchasing levels during the year.
On May 20, 2024, we issued $400.0 million in aggregate principal amount of 8.875% Senior Notes due January 31, 2030 (the "2030 Notes"). On September 3, 2024, using funds obtained primarily from our North American revolving credit facility, we repaid our 7.375% Senior Notes due 2025 (the "2025 Notes") in full. On November 25, 2024, we issued an additional $150.0 million in aggregate principal amount of the 2030 Notes at a price of 103.625%.
Interest-bearing deposits
Interest-bearing deposits were $163.4 million as of December 31, 2024, an increase of $47.8 million, or 41.4%, compared to $115.6 million as of December 31, 2023. The increase was primarily driven by increased deposits from customers.
2023 vs. 2022
Refer to Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations" of our 2023 Form 10-K for a discussion of our 2023 results compared to our 2022 results.
Non-GAAP Financial Measures
We report our financial results in accordance with U.S. generally accepted accounting principles ("GAAP"). However, our management also uses certain non-GAAP financial measures, including:
•Adjusted EBITDA, to evaluate our performance and to set performance goals; and
•ROATE, as a measure to monitor and evaluate operating performance relative to our equity.
Adjusted EBITDA
We present Adjusted EBITDA because we consider it an important supplemental measure of our operational and financial performance. Our management believes Adjusted EBITDA helps provide enhanced period-to-period comparability of our operational and financial performance, as it excludes certain items whose fluctuations from period-to-period do not necessarily correspond to changes in the operations of our business, and is useful to investors as other companies in the industry report similar financial measures. Adjusted EBITDA should not be considered as an alternative to net income determined in accordance with GAAP. In addition, our calculation of Adjusted EBITDA may not be comparable to the calculation of similarly titled measures presented by other companies. Adjusted EBITDA is calculated starting with our GAAP financial measure, Net income/(loss) attributable to PRA Group, Inc. and is adjusted for:
•income tax expense (or less income tax benefit);
•foreign exchange loss (or less foreign exchange gain);
•interest expense, net (or less interest income, net);
•other expense (or less other income);
•depreciation and amortization;
•impairment of real estate;
•net income attributable to noncontrolling interests; and
26


•recoveries collected and applied to Finance receivables, net less changes in expected recoveries.
The following table provides a reconciliation of Net income/(loss) attributable to PRA Group, Inc. as reported in accordance with GAAP to Adjusted EBITDA for the years indicated (amounts in thousands):
Adjusted EBITDA
2024 2023 2022
Net income/(loss) attributable to PRA Group, Inc. $ 70,601  $ (83,477) $ 117,147 
Adjustments:
Income tax expense/(benefit) 21,032  (16,133) 36,787 
Foreign exchange (gain)/loss (289) (985)
Interest expense, net 229,267  181,724  130,677 
Other expense (1)
851  1,944  1,325 
Depreciation and amortization 10,792  13,376  15,243 
Impairment of real estate —  5,239  — 
Net income attributable to noncontrolling interests 17,972  16,723  851 
Recoveries collected and applied to Finance receivables, net less Changes in expected recoveries 787,028  887,891  805,942 
Adjusted EBITDA $ 1,137,552  $ 1,006,998  $ 1,106,987 
(1)Other expense reflects non-operating activities.
Return on average tangible equity
We use ROATE, which is a supplemental measure of performance that is not required by, or presented in accordance with, GAAP, to monitor and evaluate operating performance relative to our equity. Management believes ROATE is a useful financial measure for investors in evaluating the effective use of equity, and is an important component of our long-term shareholder return. Average tangible equity is defined as average Total stockholders' equity - PRA Group, Inc. less average goodwill and average other intangible assets. ROATE is calculated by dividing Net income/(loss) attributable to PRA Group, Inc. by average tangible equity.
The following table displays our ROATE and provides a reconciliation of Total stockholders' equity - PRA Group, Inc. as reported in accordance with GAAP to average tangible equity for the years indicated (amounts in thousands, except for ratio data):
Balance as of Year End Average Balance
2024 2023 2022 2024 2023 2022
Total stockholders' equity - PRA Group, Inc. $ 1,135,032  $ 1,167,112  $ 1,227,661  $ 1,159,163  $ 1,166,846  $ 1,231,546 
Less: Goodwill 396,357  431,564  435,921  415,685  423,110  448,214 
Less: Other intangible assets 1,453  1,742  1,847  1,616  1,786  2,017 
Average tangible equity $ 741,862  $ 741,950  $ 781,315 
Net income/(loss) attributable to PRA Group, Inc. $ 70,601  $ (83,477) $ 117,147 
Return on average tangible equity 9.5  % (11.3) % 15.0  %






27


Supplemental Performance Data
The tables in this section provide supplemental performance data about our:
•ERC by geography, portfolio type and expected year of collection;
•Core cash collections separated between call center and other collections and legal collections, and constant currency adjusted cash collections;
•nonperforming loan portfolios and collections by geography, portfolio type and year of purchase; and
•U.S. portfolio purchases by major asset type and delinquency category.
The collections data presented reflects gross cash collections and does not reflect any costs to collect; therefore, it may not present relative profitability. The past performance of pools within certain geographies and portfolio types may not be comparable with other locations and portfolio types or indicative of future results.
Purchasing
We purchase portfolios of nonperforming loans from a variety of creditors, or acquire portfolios through strategic acquisitions, and segregate them into our Core or Insolvency portfolios, based on the status of the account upon acquisition. In addition, the accounts are segregated into geographical regions based upon where the account was acquired and, as applicable, foreign currency exchange rates are fixed for purposes of comparability in future periods. Ultimately, accounts are aggregated into annual pools based on portfolio type, geography and year of acquisition. Portfolios of accounts that were in an insolvency status at the time of acquisition are represented under Insolvency headings in the tables below. All other acquisitions of portfolios of accounts are included under Core headings. Once an account is initially segregated, it is not later transferred from an Insolvency pool to a Core pool, or vice versa.
Purchase price multiple
The purchase price multiple represents our estimate of total cash collections over the original purchase price of the portfolio. Purchase price multiples can vary over time due to a variety of factors, including pricing competition, supply levels, age of the accounts acquired, type and mix of portfolios purchased, expected costs to collect and returns, and changes in operational efficiency and effectiveness. When we pay more for a portfolio, the purchase price multiple and effective interest rate are generally lower. Certain types of accounts, such as Insolvency accounts, have lower collection costs, and we generally pay more for those types of accounts, which results in lower purchase price multiples but similar net income margins compared to other portfolio purchases.
ERC and TEC
Depending on the level of performance and expected future impacts from our operations, we may update ERC and TEC levels based on the results of our cash forecasting with a correlating adjustment to the purchase price multiple. We follow an established process to evaluate ERC, and we typically do not adjust our ERC and TEC until we gain sufficient collection experience with a pool of accounts. Over time, our TEC has often increased as pools have aged resulting in the ratio of TEC to purchase price for any given year of buying to gradually increase.
For additional information about our nonperforming loan portfolios, refer to Note 1 and Note 2 to our Consolidated Financial Statements included in Item 8 of this Form 10-K.








28


Estimated remaining collections
The following table displays our ERC by geography, year and portfolio for the 12 months ending December 31, 2024 (amounts in thousands):
ERC By Geography, Year and Portfolio
Americas and Australia Core Americas Insolvency
Total Americas and Australia (1)
Europe Core Europe Insolvency
Total Europe (2)
Total
2025 1,052,623  86,344  1,138,967  553,228  68,252  621,480  1,760,447 
2026 808,027  63,977  872,004  462,016  49,543  511,559  1,383,563 
2027 549,062  44,600  593,662  385,745  33,048  418,793  1,012,455 
2028 376,431  25,571  402,002  329,739  20,126  349,865  751,867 
2029 258,270  9,418  267,688  282,714  9,727  292,441  560,129 
2030 181,111  1,033  182,144  244,205  3,386  247,591  429,735 
2031 124,285  21  124,306  212,028  1,214  213,242  337,548 
2032 85,377  —  85,377  184,641  625  185,266  270,643 
2033 58,379  —  58,379  161,284  424  161,708  220,087 
2034 38,238  —  38,238  141,205  188  141,393  179,631 
Thereafter 70,985  —  70,985  483,212  324  483,536  554,521 
Total ERC $ 3,602,788  $ 230,964  $ 3,833,752  $ 3,440,017  $ 186,857  $ 3,626,874  $ 7,460,626 
(1)Reflects ERC of $3.3 billion for the U.S. and $484.7 million for other Americas and Australia.
(2)Reflects ERC of $1.6 billion for the UK, $931.1 million for Central Europe, $826.0 million for Northern Europe and $285.3 million for Southern Europe.
Cash collections
The following table displays our cash collections by geography and portfolio, Core cash collections separated between call center and other collections and legal collections, and constant currency adjusted cash collections, for the years indicated (amounts in thousands):
Cash Collections by Geography and Portfolio
2024 2023 2022
Americas and Australia
Call center and other $ 597,709  57.2% $ 558,800  62.6% $ 628,146  66.4%
Legal 447,668  42.8 333,887  37.4 317,909  33.6
Core 1,045,377  100% 892,687  100% 946,055  100%
Insolvency 102,312  $ 104,237  $ 129,369 
Total Americas and Australia $ 1,147,689  $ 996,924  $ 1,075,424 
Europe
Call center and other $ 386,154  61.9% $ 368,426  64.4% $ 375,898  67.2%
Legal 237,324  38.1 203,666  35.6 183,822  32.8
Core 623,478  100% 572,092  100% 559,720  100%
Insolvency 97,409  $ 91,434  $ 93,897 
Total Europe $ 720,887  $ 663,526  $ 653,617 
Total
Call center and other $ 983,863  59.0% $ 927,226  63.3% $ 1,004,044  66.7%
Legal 684,992  41.0 537,553  36.7 501,731  33.3
Core 1,668,855  100% 1,464,779  100% 1,505,775  100%
Insolvency 199,721  195,671  223,266 
Total cash collections $ 1,868,576  $ 1,660,450  $ 1,729,041 
Total cash collections adjusted (1)
$ 1,868,576  $ 1,660,201  $ 1,737,404
(1)Total cash collections adjusted refers to prior year foreign currency cash collections remeasured at average U.S. dollar exchange rates for the current year.
29


Portfolio purchases by major asset type and delinquency category (U.S. only)
The following tables categorize our U.S. portfolio purchases by major asset type and delinquency category for the years indicated (amounts in thousands):
U.S. Portfolio Purchases by Major Asset Type
2024 2023 2022
Major credit cards $ 342,460  43.0  % $ 167,824  29.6  % $ 59,311  19.2  %
Private label credit cards 401,487  50.4  306,758  54.0  203,670  66.0 
Consumer finance 20,130  2.5  77,393  13.6  41,792  13.5 
Auto related 31,763  4.1  15,586  2.8  4,102  1.3 
Total $ 795,840  100.0  % $ 567,561  100.0  % $ 308,875  100.0  %
U.S. Portfolio Purchases by Delinquency Category
2024 2023 2022
Fresh (1)
$ 442,432  60.8  % $ 340,479  67.3  % $ 142,939  51.9  %
Primary (2)
47,783  6.6  15,485  3.1  12,912  4.7 
Secondary (3)
218,400  30.0  124,758  24.5  96,402  35.0 
Other (4)
19,057  2.6  25,597  5.1  23,180  8.4 
Total Core 727,672  100.0  % 506,319  100.0  % 275,433  100.0  %
Insolvency 68,168  61,242  33,442 
Total $ 795,840  $ 567,561  $ 308,875 
(1)Fresh accounts are typically past due 120 to 270 days, charged-off by the credit originator and sold prior to any post-charge-off collection activity.
(2)Primary accounts are typically 240 to 450 days past due, charged-off and have been previously placed with one contingent fee servicer.
(3)Secondary accounts are typically 360 to 630 days past due, charged-off and have been previously placed with two contingent fee servicers.
(4)Other accounts are 480 days or more past due, charged-off and have previously been worked by three or more contingent fee servicers.




30


Purchase Price Multiples
as of December 31, 2024
Amounts in thousands
Purchase Period
Purchase Price (1)(2)
Total Estimated Collections (3)
Estimated Remaining Collections (4)
Current Purchase Price Multiple
Original Purchase Price Multiple (5)
Americas and Australia Core
1996-2014 $ 2,336,839  $ 6,666,570  $ 86,032  285% 228%
2015 443,114  927,658  46,128  209% 205%
2016 455,767  1,098,337  57,944  241% 201%
2017 532,851  1,224,240  88,789  230% 193%
2018 653,975  1,541,030  132,482  236% 202%
2019 581,476  1,318,780  123,568  227% 206%
2020 435,668  961,295  137,424  221% 213%
2021 435,846  736,453  237,332  169% 191%
2022 406,082  711,153  299,192  175% 179%
2023 622,583  1,222,214  800,016  196% 197%
2024 823,662  1,738,041  1,593,881  211% 211%
Subtotal 7,727,863  18,145,771  3,602,788 
Americas Insolvency
1996-2014 1,414,476  2,722,528  18  192% 155%
2015 63,170  88,142  14  140% 125%
2016 91,442  118,446  152  130% 123%
2017 275,257  359,007  773  130% 125%
2018 97,879  136,633  539  140% 127%
2019 123,077  167,054  1,987  136% 128%
2020 62,130  91,244  11,795  147% 136%
2021 55,187  74,384  19,064  135% 136%
2022 33,442  47,469  23,982  142% 139%
2023 91,282  119,560  83,007  131% 135%
2024 68,391  101,716  89,633  149% 149%
Subtotal 2,375,733  4,026,183  230,964 
Total Americas and Australia 10,103,596  22,171,954  3,833,752 
Europe Core
2012-2014 814,553  2,669,874  379,300  328% 205%
2015 411,340  758,443  120,732  184% 160%
2016 333,090  583,379  140,510  175% 167%
2017 252,174  366,781  89,512  145% 144%
2018 341,775  561,190  168,307  164% 148%
2019 518,610  856,928  290,123  165% 152%
2020 324,119  581,309  219,274  179% 172%
2021 412,411  713,243  352,787  173% 170%
2022 359,447  587,410  398,171  163% 162%
2023 410,593  693,410  510,556  169% 169%
2024 451,786  815,403  770,745  180% 180%
Subtotal 4,629,898  9,187,370  3,440,017 
Europe Insolvency
2014 10,876  19,087  —  175% 129%
2015 18,973  29,488  —  155% 139%
2016 39,338  58,074  517  148% 130%
2017 39,235  52,129  571  133% 128%
2018 44,908  52,994  1,685  118% 123%
2019 77,218  114,028  9,631  148% 130%
2020 105,440  159,773  19,710  152% 129%
2021 53,230  75,089  19,991  141% 134%
2022 44,604  63,240  33,069  142% 137%
2023 46,558  65,196  47,203  140% 138%
2024 43,459  63,717  54,480  147% 147%
Subtotal 523,839  752,815  186,857 
Total Europe 5,153,737  9,940,185  3,626,874 
Total PRA Group $ 15,257,333  $ 32,112,139  $ 7,460,626 
(1)Includes the acquisition date finance receivables portfolios that were acquired through our business acquisitions.
(2)Non-U.S. amounts are presented at the exchange rate at the end of the year in which the portfolio was purchased. In addition, any purchase price adjustments that occur throughout the life of the portfolio are presented at the year-end exchange rate for the respective year of purchase.
(3)Non-U.S. amounts are presented at the year-end exchange rate for the respective year of purchase.
(4)Non-U.S. amounts are presented at the December 31, 2024 exchange rate.
(5)The original purchase price multiple represents the purchase price multiple at the end of the year of acquisition.

31


Portfolio Financial Information (1)
Amounts in thousands
Full Year 2024 December 31, 2024
Purchase Period
Cash
Collections (2)
Portfolio Income (2)
Changes in Expected Recoveries (2)
Total Portfolio Revenue (2)
Net Finance Receivables (3)
Americas and Australia Core
1996-2014 $ 49,430  $ 20,182  $ 32,247  $ 52,429  $ 28,916 
2015 17,254  7,416  15,087  22,503  20,325 
2016 23,996  12,863  10,866  23,729  21,595 
2017 39,179  17,745  15,041  32,786  36,691 
2018 75,887  27,489  34,009  61,498  69,363 
2019 77,702  31,575  17,210  48,785  69,098 
2020 87,038  34,766  9,314  44,080  77,729 
2021 98,398  49,853  (11,413) 38,440  124,903 
2022 144,656  61,438  (4,581) 56,857  181,937 
2023 285,853  162,745  (1,541) 161,204  450,432 
2024 145,984  116,143  13,780  129,923  807,358 
Subtotal 1,045,377  542,215  130,019  672,234  1,888,347 
Americas Insolvency
1996-2014 1,269  170  1,104  1,274  — 
2015 192  28  134  162 
2016 560  39  429  468  133 
2017 2,516  192  2,016  2,208  699 
2018 2,503  117  1,043  1,160  511 
2019 14,648  909  (1,651) (742) 1,903 
2020 16,984  2,393  565  2,958  10,991 
2021 15,316  2,942  612  3,554  17,067 
2022 11,137  3,042  661  3,703  20,404 
2023 25,104  10,831  (1,272) 9,559  66,685 
2024 12,083  7,241  445  7,686  63,027 
Subtotal 102,312  27,904  4,086  31,990  181,429 
Total Americas and Australia 1,147,689  570,119  134,105  704,224  2,069,776 
Europe Core
2012-2014 101,686  61,342  30,572  91,914  86,106 
2015 30,431  13,316  6,116  19,432  59,318 
2016 27,447  12,746  4,522  17,268  79,412 
2017 17,868  6,600  (133) 6,467  59,637 
2018 37,136  13,543  5,850  19,393  108,195 
2019 68,188  21,935  11,709  33,644  195,751 
2020 50,148  18,667  10,654  29,321  134,983 
2021 66,645  28,048  8,116  36,164  213,432 
2022 74,718  29,894  4,613  34,507  251,662 
2023 103,129  42,584  4,380  46,964  303,553 
2024 46,082  19,035  6,759  25,794  429,327 
Subtotal 623,478  267,710  93,158  360,868  1,921,376 
Europe Insolvency
2014 181  —  181  181  — 
2015 193  164  166  — 
2016 794  109  401  510  134 
2017 1,542  115  121  236  428 
2018 3,462  246  331  577  1,491 
2019 12,916  1,326  1,717  3,043  8,378 
2020 25,549  2,674  3,403  6,077  18,148 
2021 15,376  2,580  2,190  4,770  17,754 
2022 15,198  3,753  2,803  6,556  27,385 
2023 12,744  5,001  1,068  6,069  37,503 
2024 9,454  3,553  1,226  4,779  38,369 
Subtotal 97,409  19,359  13,605  32,964  149,590 
Total Europe 720,887  287,069  106,763  393,832  2,070,966 
Total PRA Group $ 1,868,576  $ 857,188  $ 240,868  $ 1,098,056  $ 4,140,742 
(1)Includes the nonperforming loan portfolios that were acquired through our business acquisitions.
(2)Non-U.S. amounts are presented using the average exchange rates during the current year.
(3)Non-U.S. amounts are presented at the December 31, 2024 exchange rate.

32


Cash Collections by Year, By Year of Purchase (1)
as of December 31, 2024
Amounts in millions
Cash Collections
Purchase Period
Purchase Price (2)(3)
1996-2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Total
Americas and Australia Core
1996-2014 $ 2,336.8  $ 4,371.9  $ 727.8  $ 470.0  $ 311.2  $ 222.5  $ 155.0  $ 96.6  $ 68.8  $ 51.0  $ 40.2  $ 49.4  $ 6,564.4 
2015 443.1  —  117.0  228.4  185.9  126.6  83.6  57.2  34.9  19.5  14.1  17.3  884.5 
2016 455.8  —  —  138.7  256.5  194.6  140.6  105.9  74.2  38.4  24.9  24.0  997.8 
2017 532.9  —  —  —  107.3  278.7  256.5  192.5  130.0  76.3  43.8  39.2  1,124.3 
2018 654.0  —  —  —  —  122.7  361.9  337.7  239.9  146.1  92.9  75.9  1,377.1 
2019 581.5  —  —  —  —  —  143.8  349.0  289.8  177.7  110.3  77.7  1,148.3 
2020 435.7  —  —  —  —  —  —  132.9  284.3  192.0  125.8  87.0  822.0 
2021 435.8  —  —  —  —  —  —  —  85.0  177.3  136.8  98.4  497.5 
2022 406.1  —  —  —  —  —  —  —  —  67.7  195.4  144.7  407.8 
2023 622.5  —  —  —  —  —  —  —  —  —  108.5  285.9  394.4 
2024 823.7  —  —  —  —  —  —  —  —  —  —  145.9  145.9 
Subtotal 7,727.9  4,371.9  844.8  837.1  860.9  945.1  1,141.4  1,271.8  1,206.9  946.0  892.7  1,045.4  14,364.0 
Americas Insolvency
1996-2014 1,414.5  1,949.8  340.8  213.0  122.9  59.1  22.6  5.8  3.3  2.3  1.5  1.3  2,722.4 
2015 63.2  —  3.4  17.9  20.1  19.8  16.7  7.9  1.3  0.6  0.3  0.2  88.2 
2016 91.4  —  —  18.9  30.4  25.0  19.9  14.4  7.4  1.8  0.9  0.6  119.3 
2017 275.3  —  —  —  49.1  97.3  80.9  58.8  44.0  20.8  4.9  2.5  358.3 
2018 97.9  —  —  —  —  6.7  27.4  30.5  31.6  24.6  12.7  2.5  136.0 
2019 123.1  —  —  —  —  —  13.4  31.4  39.1  37.8  28.7  14.6  165.0 
2020 62.1  —  —  —  —  —  —  6.5  16.1  20.4  19.5  17.0  79.5 
2021 55.2  —  —  —  —  —  —  —  4.6  17.9  17.5  15.3  55.3 
2022 33.4  —  —  —  —  —  —  —  —  3.2  9.2  11.1  23.5 
2023 91.2  —  —  —  —  —  —  —  —  —  9.0  25.1  34.1 
2024 68.4  —  —  —  —  —  —  —  —  —  —  12.1  12.1 
Subtotal 2,375.7  1,949.8  344.2  249.8  222.5  207.9  180.9  155.3  147.4  129.4  104.2  102.3  3,793.7 
Total Americas and Australia 10,103.6  6,321.7  1,189.0  1,086.9  1,083.4  1,153.0  1,322.3  1,427.1  1,354.3  1,075.4  996.9  1,147.7  18,157.7 
Europe Core
2012-2014 814.5  195.1  297.5  249.9  224.1  209.6  175.3  151.7  151.0  123.6  108.6  101.7  1,988.1 
2015 411.3  —  45.8  100.3  86.2  80.9  66.1  54.3  51.4  40.7  33.8  30.4  589.9 
2016 333.1  —  —  40.4  78.9  72.6  58.0  48.3  46.7  36.9  29.7  27.4  438.9 
2017 252.2  —  —  —  17.9  56.0  44.1  36.1  34.8  25.2  20.2  17.9  252.2 
2018 341.8  —  —  —  —  24.3  88.7  71.3  69.1  50.7  41.6  37.1  382.8 
2019 518.6  —  —  —  —  —  48.0  125.7  121.4  89.8  75.1  68.2  528.2 
2020 324.1  —  —  —  —  —  —  32.3  91.7  69.0  56.1  50.1  299.2 
2021 412.4  —  —  —  —  —  —  —  48.5  89.9  73.0  66.6  278.0 
2022 359.4  —  —  —  —  —  —  —  —  33.9  83.8  74.7  192.4 
2023 410.6  —  —  —  —  —  —  —  —  —  50.2  103.1  153.3 
2024 451.9  —  —  —  —  —  —  —  —  —  —  46.3  46.3 
Subtotal 4,629.9  195.1  343.3  390.6  407.1  443.4  480.2  519.7  614.6  559.7  572.1  623.5  5,149.3 
Europe Insolvency
2014 10.9  —  4.3  3.9  3.2  2.6  1.5  0.8  0.3  0.2  0.2  0.2  17.2 
2015 19.0  —  3.0  4.4  5.0  4.8  3.9  2.9  1.6  0.6  0.4  0.2  26.8 
2016 39.3  —  —  6.2  12.7  12.9  10.7  7.9  6.0  2.7  1.3  0.8  61.2 
2017 39.2  —  —  —  1.2  7.9  9.2  9.8  9.4  6.5  3.8  1.5  49.3 
2018 44.9  —  —  —  —  0.6  8.4  10.3  11.7  9.8  7.2  3.5  51.5 
2019 77.2  —  —  —  —  —  5.0  21.1  23.9  21.0  17.5  12.9  101.4 
2020 105.4  —  —  —  —  —  —  6.0  34.6  34.1  29.7  25.5  129.9 
2021 53.2  —  —  —  —  —  —  —  5.5  14.4  14.7  15.4  50.0 
2022 44.6  —  —  —  —  —  —  —  —  4.5  12.4  15.2  32.1 
2023 46.7  —  —  —  —  —  —  —  —  —  4.2  12.7  16.9 
2024 43.4  —  —  —  —  —  —  —  —  —  —  9.5  9.5 
Subtotal 523.8  —  7.3  14.5  22.1  28.8  38.7  58.8  93.0  93.8  91.4  97.4  545.8 
Total Europe 5,153.7  195.1  350.6  405.1  429.2  472.2  518.9  578.5  707.6  653.5  663.5  720.9  5,695.1 
Total PRA Group $ 15,257.3  $ 6,516.8  $ 1,539.6  $ 1,492.0  $ 1,512.6  $ 1,625.2  $ 1,841.2  $ 2,005.6  $ 2,061.9  $ 1,728.9  $ 1,660.4  $ 1,868.6  $ 23,852.8 
(1)Non-U.S. amounts are presented using the average exchange rates during the respective year.
(2)Includes the acquisition date finance receivables portfolios acquired through our business acquisitions.
(3)Non-U.S. amounts are presented at the exchange rate at the end of the year in which the portfolio was purchased. In addition, any purchase price adjustments that occur throughout the life of the pool are presented at the year-end exchange rate for the respective year of purchase.

33


Liquidity and Capital Resources
We actively manage our liquidity to meet our business needs and financial obligations.
Sources of liquidity
Cash and cash equivalents
As of December 31, 2024, cash and cash equivalents totaled $105.9 million, of which $91.1 million consisted of cash related to international operations with indefinitely reinvested earnings. For additional information about the unremitted earnings of our international subsidiaries, refer to Note 13 to our Consolidated Financial Statements included in Item 8 of this Form 10-K.
Borrowings
As of December 31, 2024, we had the following committed amounts, borrowings and availability under our financing arrangements (amounts in thousands):
Availability
Committed Amount Borrowings
Availability Based on Current ERC (1)
Additional Availability (2)
Total Availability
North American revolving credit $ 1,075,000  $ 519,519  $ 278,539  $ 276,942  $ 555,481 
UK revolving credit 725,000  494,185  90,045  $ 140,770  230,815 
European revolving credit 795,769  555,726  195,737  $ 44,306  240,043 
Term loan 470,111  470,111  —  —  — 
Senior notes 1,298,000  1,298,000  —  —  — 
Debt premium and issuance costs, net —  (10,920) —  —  — 
Total $ 4,363,880  $ 3,326,621  $ 564,321  $ 462,018  $ 1,026,339 
(1)Available borrowings after calculation of borrowing base, subject to the committed amounts and debt covenants, which may be used for general corporate purposes, including portfolio purchases.
(2)Subject to borrowing base and debt covenants, including advance rates ranging from 35-55% of applicable ERC.
Interest-bearing deposits
As of December 31, 2024, interest-bearing deposits totaled $163.4 million. Under our European revolving credit facility, our interest-bearing deposit funding is limited to SEK 2.2 billion (the equivalent of $199.0 million U.S. dollars as of December 31, 2024).
Uses of liquidity and material cash requirements
We believe that funds generated from our business activities, together with existing cash, available borrowings under our revolving credit facilities and access to the capital markets, will be sufficient to finance our operations, planned capital expenditures, forward flow purchase commitments, debt maturities and additional portfolio purchases for at least the next 12 months.
Our long-term capital requirements will depend in large part on the level of nonperforming loan portfolios that we purchase. We have the ability to slow the purchase of nonperforming loans without significantly impacting current year collections. For example, in 2024, we purchased $1.4 billion in nonperforming loan portfolios, which generated $213.6 million of cash collections, representing 11.4% of our total cash collections.
Market conditions permitting, as we deem appropriate, we may seek to access the debt or equity capital markets or other sources of funding, and it may be necessary to raise additional funds to achieve our business objectives. Business acquisitions or higher than expected levels of portfolio purchasing could require additional financing. We may also from time-to-time repurchase senior notes in the open market or otherwise.
Forward flows
We enter into forward flow agreements for the purchase of nonperforming loans. These agreements typically have terms ranging from six to 12 months, or they can be open-ended, and establish purchase prices and specific criteria for the accounts to be purchased. Some of the agreements establish a volume reference for the contract term in the form of a target or maximum, however, very few agreements establish a minimum contractual obligation, and many of the contracts contain early termination provisions allowing either party to cancel the agreements in accordance with a specified notice period.
34


As of December 31, 2024, we had forward flow agreements in place with an estimated purchase price of approximately $498.9 million over the next 12 months. This total can vary significantly based on the remaining terms and renewal dates of the agreements and is comprised of $403.1 million for the Americas and Australia and $95.8 million for Europe. These amounts represent our estimated forward flow purchases over the next 12 months under the agreements in place based on projections and other factors, including sellers' estimates of future forward flow sales, and are dependent on actual delivery by the sellers and, in some cases, the impact of foreign exchange rate fluctuations. Accordingly, amounts purchased under these agreements may vary significantly. In addition to these agreements, we may also enter into new or renewed forward flow commitments and/or close on spot purchase transactions.
Borrowings
As of December 31, 2024, we had $3.3 billion in outstanding borrowings. The estimated interest, unused fees and principal payments for the next 12 months are $236.0 million, of which $10.0 million relates to principal on our term loan. After 12 months, principal payments on our debt are due from between one and five years. Many of our financing arrangements include covenants with which we must comply, and as of December 31, 2024, we were in compliance with these covenants.
On May 20, 2024, we issued $400.0 million in aggregate principal amount of our 2030 Notes. On September 3, 2024, using funds obtained primarily from our North American revolving credit facility, we repaid our 2025 Notes in full. On November 25, 2024, we issued an additional $150.0 million in aggregate principal amount of our 2030 Notes at a price of 103.625%.
For additional information about our credit facilities, term loan and senior notes, refer to Note 7 to our Consolidated Financial Statements included in Item 8 of this Form 10-K.
Share repurchases
On February 25, 2022, our Board of Directors approved a share repurchase program under which we are authorized to repurchase up to $150.0 million of our outstanding common stock. The share repurchase program has no stated expiration date and does not obligate us to repurchase any specified amount of shares, remains subject to the discretion of our Board of Directors and, subject to compliance with applicable laws, may be modified, suspended or discontinued at any time.
Repurchases may be made from time-to-time in open market transactions, through privately negotiated transactions, in block transactions, through purchases made in accordance with trading plans adopted under Rule 10b5-1 of the Exchange Act, or other methods, subject to market and/or other conditions and applicable regulatory requirements. Repurchases are also subject to restrictive covenants contained in our credit facilities and the indentures that govern our senior notes. There were no repurchases during 2024, and as of December 31, 2024, we had $67.7 million remaining for share repurchases under the program.
Leases
Our leases have remaining terms from one to 11 years. As of December 31, 2024, we had $36.4 million in lease liabilities, of which $9.2 million is due within the next 12 months. For additional information, refer to Note 5 to our Consolidated Financial Statements included in Item 8 of this Form 10-K.
Derivatives
We enter into derivative financial instruments to reduce our exposure to fluctuations in interest rates on variable rate debt and foreign currency exchange rates. As of December 31, 2024, we had $5.0 million of derivative liabilities, of which $0.2 million matures within the next 12 months. The remaining $4.8 million matures in 2028. For additional information, refer to Note 8 to our Consolidated Financial Statements included in Item 8 of this Form 10-K.
Investments
As of December 31, 2024, we held $55.8 million in Swedish treasury securities to meet the liquidity requirements of the Swedish Financial Services Authority for our banking subsidiary, AK Nordic AB.


35


Cash flow analysis
The following table summarizes our cash flow activity for the years ended December 31, 2024 and 2023 (amounts in thousands):
2024 2023 Change
Net cash provided by/(used in):
Operating activities $ (94,594) $ (97,535) $ 2,941 
Investing activities (382,470) (234,860) (147,610)
Financing activities 490,837  355,300  135,537 
Effect of exchange rates on cash (20,034) 6,029  (26,063)
Net increase/(decrease) in cash and cash equivalents $ (6,261) $ 28,934  $ (35,195)
Operating activities
Net cash used in operating activities mainly reflects the portion of our cash collections recognized as revenue and cash paid for operating expenses, interest and income taxes. It does not include cash collections applied to the negative allowance, which are classified as cash flows provided by investing activities. To calculate net cash used in operating activities, net income/(loss) was adjusted for (i) non-cash items included in net income/(loss), such as unrealized foreign currency transaction gains/(losses), changes in expected recoveries, depreciation, amortization and impairment, deferred income taxes, fair value changes in equity securities, and share-based compensation, as well as (ii) changes in the balances of operating assets and liabilities, which can vary significantly in the normal course of business due to the amount and timing of payments.
Net cash used in operating activities was $94.6 million in 2024 compared to $97.5 million in 2023. The change was primarily due to higher cash collections recognized as income, which was offset by higher cash paid for interest.
Investing activities
Net cash used in investing activities increased $147.6 million in 2024, primarily driven by an increase of $246.8 million in purchases of nonperforming loan portfolios, offset by an increase of $110.9 million in recoveries collected and applied to Finance receivables, net.
Financing activities
Net cash provided by financing activities increased $135.5 million in 2024, primarily driven by $202.4 million in net proceeds from issuances and repayments of senior notes, and in 2023, the retirement of our convertible senior notes, a $61.3 million increase in interest-bearing deposits and a $35.1 million increase in net proceeds obtained under our term loan, offset by a decrease of $153.7 million in net proceeds from our lines of credit.
During 2024, we issued and repaid senior notes (refer to "Borrowings" above for details). On October 28, 2024, we amended our North American revolving credit facility and term loan to, among other things, extend the maturity date from July 30, 2026 to October 28, 2029, increase the aggregate revolving and term loan commitments by $40.1 million to $1.548 billion, reduce the U.S. domestic revolving credit facility from $1.0 billion to $950.0 million, increase the Canadian revolving credit facility from $75.0 million to $125.0 million, increase the term loan from $432.5 million to $472.6 million and modify certain financial covenants. On October 30, 2024, we amended our UK revolving credit facility to, among other things, extend the maturity date from July 30, 2026 to October 30, 2029, decrease the revolving credit facility from $800.0 million to $725.0 million and modify certain financial covenants to more closely conform to our North American revolving credit facility. On October 28, 2024, we amended our European revolving credit facility to modify certain financial covenants to more closely conform to our North American and UK revolving credit facilities.
On June 1, 2023, we used substantially all of the net proceeds from the issuance of our Senior Notes due 2028 to retire our 3.50% Convertible Senior Notes due 2023 at their maturity.
For additional information about our credit facilities, term loan and senior notes, refer to Note 7 to our Consolidated Financial Statements included in Item 8 of this Form 10-K.
Effect of exchange rates on cash
The net effect of exchange rates on cash decreased by $26.1 million in 2024, primarily due to the impact of the valuation of the U.S. dollar on foreign currency denominated borrowings and intercompany balances.
36


Recent Accounting Pronouncements
For discussion of recent accounting pronouncements and the anticipated effects on our Consolidated Financial Statements, refer to Note 1 to our Consolidated Financial Statements included in Item 8 of this Form 10-K.
Critical Accounting Estimates
Our Consolidated Financial Statements have been prepared in accordance with GAAP. Some of our significant accounting policies require that we use estimates, assumptions and judgments that affect the reported amounts of revenues, expenses, assets and liabilities. For discussion of our significant accounting policies, refer to Note 1 to our Consolidated Financial Statements included in Item 8 of this Form 10-K.
We consider accounting estimates to be critical if they (1) involve a significant level of estimation uncertainty and (2) have had, or are reasonably likely to have, a material impact on our financial condition or results of operations. We base our estimates on historical experience, current trends and various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. If these estimates differ significantly from actual results, the impact on our Consolidated Financial Statements may be material. We have determined that the following accounting policies involve critical estimates:
Revenue recognition - finance receivables
Revenue recognition for finance receivables involves the use of estimates and the exercise of judgment on the part of management. These estimates include projections of the amount and timing of cash collections we expect to receive from our pools of accounts. We review individual pools for trends, actual performance versus projections and curve shape (a graphical depiction of the amount and timing of cash collections). We then project ERC and apply a discounted cash flow methodology to our ERC. Adjustments to ERC may include adjustments reflecting recent collection trends, our view of current and future economic conditions, changes in collection assumptions or other timing related adjustments.
Significant changes in our cash flow estimates could result in increased or decreased revenue as we immediately recognize the discounted value of such changes using the constant effective interest rate of the pool. Generally, adjustments to cash forecasts result in an adjustment to revenue at an amount less than the impact of the performance in the period due to the effects of discounting. Additionally, cash collection forecast increases result in more revenue being recognized, and cash collection forecast decreases in less revenue being recognized, over the life of the pool.
Goodwill
In accordance with Financial Accounting Standards Board ("FASB") ASC Topic 350, "Intangibles-Goodwill and Other" ("ASC 350"), we evaluate goodwill for impairment annually as of October 1, and more frequently if circumstances indicate that it is more-likely-than-not that the fair value of a reporting unit is below its carrying value.
We determine the fair value of a reporting unit by applying the income approach and market approach, which are prescribed under ASC Topic 820 "Fair Value Measurements and Disclosures". Under the income approach, we estimate the fair value of a reporting unit based on the present value of estimated future cash flows and a residual terminal value. Cash flow projections are based on management's estimates of a variety of factors, including growth rates and operating margins, which take into consideration industry and market conditions. Under the market approach, we estimate fair value based on market trading multiples and other relevant market transactions involving comparable publicly traded companies with operating and investment characteristics similar to the reporting unit. Depending on the availability of public data and suitable comparable transaction data, we may give more weight to the income approach than the market approach. We also assess the reasonableness of the aggregate estimated fair value of our reporting units by comparison to our market capitalization over a reasonable period, considering historic control premiums in the financial services industry and the current market environment.
As of December 31, 2024, we had goodwill of $396.4 million, consisting primarily of $369.5 million in our Debt Buying and Collection ("DBC") reporting unit. We performed our most recent annual impairment review as of October 1, 2024, using a quantitative assessment, and concluded that goodwill was not impaired. Under the prior year impairment test, the excess of our DBC reporting unit’s fair value over its carrying value was approximately 6.0%, and although the excess increased to approximately 11.0% under our most recent test, if our cash flow projections are not met or if market factors utilized in the impairment test were to deteriorate, including adverse changes in the debt sales market that impact our estimated purchasing volumes and purchase price multiples, an increase in the discount rate, or a sustained decline in our stock price, the reporting unit may be at-risk for future impairment.
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We estimate the fair value of the DBC reporting unit based on the income approach, and as an assessment for reasonableness, also apply the market approach. Key inputs to the DBC reporting unit’s fair value under the income approach included our forecasted financial results and the discount rate. Forecasted financial results were developed considering several inputs and assumptions, including portfolio purchasing volume, purchase price multiples, ERC growth rate, terminal value multiple, operating expenses and the projected impact of certain strategic and operational initiatives. Purchase price multiples related to our existing portfolios were based on historical growth rates, while purchase price multiples on future portfolio purchases were based on recent and expected future purchasing metrics.
We have implemented a number of strategic and operational initiatives in our U.S. business designed to increase cash collections while reducing our marginal costs and continue to implement additional initiatives. The estimated net cash flows from certain of these initiatives were incorporated in our goodwill evaluation, reflecting an assessment of our ability to execute such initiatives. The discount rate of 8.3% utilized for the DBC reporting unit as of October 1, 2024 was based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics, including assumptions related to the reporting unit's ability to execute on the projected cash flows.
Our goodwill evaluation is dependent on a number of factors, both internal and external. The assumptions used in estimating the DBC reporting unit’s fair value were based on currently available data and involved the exercise of judgment. There are inherent uncertainties related to the assumptions used in our evaluation and to our application of those assumptions. If market factors deteriorate, or if estimates used in our quantitative assessment prove to be inaccurate, we may have to record impairment charges in future periods.
Income taxes
We are subject to income taxes in the U.S. and in numerous international jurisdictions. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant government taxing authorities. When determining our domestic and non-U.S. income tax expense, we make judgments about the application of these inherently complex laws.
We record a tax provision for the anticipated tax consequences of the reported results of operations. The provision for income taxes is estimated using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled.
We exercise significant judgment in estimating the potential exposure to unresolved tax matters and apply a more likely than not standard for recording tax benefits related to uncertain tax positions in the application of complex tax laws. While actual results could vary, we believe we have adequate tax accruals with respect to the ultimate outcome of such unresolved tax matters. We record interest and penalties related to unresolved tax matters as a component of income tax expense when the more likely than not standards are not met.
If all or part of the deferred tax assets are determined not to be realizable in the future, we would establish a valuation allowance and charge the impact to earnings in the period such a determination is made. If we subsequently realize deferred tax assets that were previously determined to be unrealizable, the respective valuation allowance would be reversed, resulting in a positive adjustment to earnings. The establishment or release of a valuation allowance does not have an impact on cash, nor does such an allowance preclude the use of loss carryforwards or other deferred tax assets in future periods. The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our results of operations and financial position. For further information regarding our uncertain tax positions, refer to Note 13 to our Consolidated Financial Statements included in Item 8 of this Form 10-K.






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Frequently Used Terms
We may use the following terminology throughout this Form 10-K:
•"Buybacks" refers to purchase price refunded by the seller due to the return of ineligible nonperforming loan accounts.
•"Cash collections" refers to collections on our nonperforming loan portfolios.
•"Cash receipts" refers to cash collections on our nonperforming loan portfolios, fees and revenue recognized from our class action claims recovery services.
•"Changes in expected recoveries" refers to the differences of actual recoveries received when compared to expected recoveries and the net present value of changes in estimated remaining collections.
•"Core" accounts or portfolios refer to accounts or portfolios that are nonperforming loans and are not in an insolvent status upon acquisition. These accounts are aggregated separately from insolvency accounts.
•"Estimated remaining collections" or "ERC" refers to the sum of all future projected cash collections on our nonperforming loan portfolios.
•"Finance receivables" or "receivables" refers to the negative allowance for expected recoveries recorded on our balance sheet as an asset.
•"Insolvency" accounts or portfolios refer to accounts or portfolios of nonperforming loans that are in an insolvent status when we purchase them and, as such, are purchased as a pool of insolvent accounts. These accounts include IVAs, Trust Deeds in the UK, Consumer Proposals in Canada and bankruptcy accounts in the U.S., Canada, Germany and the UK.
•"Negative allowance" refers to the present value of cash flows expected to be collected on our finance receivables.
•"Portfolio acquisitions" refers to all nonperforming loan portfolios acquired as a result of a purchase or added as a result of a business acquisition.
•"Portfolio purchases" refers to all nonperforming loan portfolios purchased in the normal course of business and excludes those added as a result of business acquisitions.
•"Portfolio income" reflects revenue recorded due to the passage of time using the effective interest rate calculated based on the purchase price of nonperforming loan portfolios and estimated remaining collections.
•"Purchase price" refers to the cash paid to a seller to acquire nonperforming loans.
•"Purchase price multiple" refers to the total estimated collections on our nonperforming loan portfolios divided by purchase price.
•"Recoveries collected" refers to cash collections plus buybacks and other adjustments.
•"Total estimated collections" or "TEC" refers to actual cash collections plus estimated remaining collections on our nonperforming loan portfolios.

















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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Our business is subject to various financial risks, including market, currency, interest rate, credit, liquidity and cash flow risk. We use various strategies, including derivative financial instruments, to manage these risks; however, they can still impact our Consolidated Financial Statements.
We do not utilize derivative financial instruments with a level of complexity or with a risk greater than the exposure to be managed, nor do we enter into or hold derivatives for trading or speculative purposes. Derivative instruments involve, to varying degrees, elements of non-performance or credit risk. We do not believe that we currently face a significant risk of loss in the event of non-performance by the counterparties to these instruments, as these transactions were executed with a diversified group of major financial institutions with investment-grade credit ratings. Our intention is to spread our counterparty credit risk across a number of counterparties so that exposure to a single counterparty is mitigated.
Interest Rate Risk
We are subject to interest rate risk from borrowings on our variable rate credit facilities, as well as our interest-bearing deposits. As such, our consolidated financial results are subject to fluctuations due to changes in market interest rates. To reduce our exposure to changes in the market rate of interest, we have entered into interest rate derivative contracts to hedge a portion of our borrowings under floating rate financing arrangements. Under the terms of the interest rate derivatives, we receive a variable interest rate and pay a fixed interest rate. Of our $3.3 billion in total borrowings as of December 31, 2024, $1.3 billion was fixed rate debt. Considering these fixed rate borrowings and the interest rate hedges on our variable rate debt, with maturities ranging from five months to five years, as of December 31, 2024, 60% of our total debt was either fixed rate or converted to a fixed rate.
We assess interest rate risk by estimating the increase or decrease in interest expense that would occur due to a change in short-term interest rates. Borrowings on our variable rate credit facilities were $2.0 billion as of December 31, 2024, and based on our debt structure, assuming a 50 basis point decrease/increase in interest rates, interest expense over the following 12 months would decrease/increase by an estimated $7.0 million.
Currency Exchange Risk
We operate internationally and enter into transactions denominated in various foreign currencies. Our subsidiaries use multiple functional currencies, and weakness in one particular currency might be offset by strength in other currencies over time. In 2024, our revenues from operations outside the U.S. were $520.6 million.
Fluctuations in foreign currencies could cause us to incur foreign currency gains and losses, and could affect our comprehensive income and stockholders' equity. Additionally, our reported financial results could change from period-to-period due solely to fluctuations between currencies. Foreign currency gains and losses are primarily the result of the remeasurement of transactions in other currencies into an entity's functional currency. Foreign currency gains and losses are included as a component of Other income and (expense) in our Consolidated Income Statements. From time-to-time, we may elect to enter into foreign exchange derivative contracts to reduce these variations in our Consolidated Income Statements.
When an entity's functional currency is different than the reporting currency of its parent, foreign currency translation adjustments may occur. Foreign currency translation adjustments are included as a component of Other comprehensive income/(loss) in our Consolidated Statements of Comprehensive Income and as a component of Equity in our Consolidated Balance Sheets.
We have taken measures to mitigate the impact of foreign currency fluctuations. We have organized our European operations so that portfolio ownership and collections generally occur within the same entity. Additionally, our European and UK credit facilities are multi-currency facilities, allowing us to better match funding and portfolio acquisitions by currency. We actively monitor the value of our finance receivables by currency. In the event adjustments are required to our liability composition by currency, we may, from time-to-time, execute re-balancing foreign exchange contracts to more closely align funding and portfolio acquisitions by currency.
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Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements

41


Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of PRA Group, Inc.:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of PRA Group, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated income statements, statements of comprehensive income, statements of changes in equity and statements of cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.










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Estimate of expected future recoveries on purchased credit deteriorated assets
Description of the Matter
As of December 31, 2024, the balance of the Company’s Finance Receivables, net was $4.1 billion, and the changes in expected future recoveries for the year ended December 31, 2024 was $84.7 million as disclosed in Note 2. As more fully described in Note 1 and Note 2 to the consolidated financial statements, the Company accounts for Finance Receivables, net, under the guidance of ASC Topic 326 “Financial Instruments – Credit Losses” in the Consolidated Balance Sheets by calculating an estimate of remaining collections (ERC) for each pool of receivables and applying a discounted cash flow methodology. Subsequent changes (favorable and unfavorable) in the expected cash flows are recognized within Changes in expected recoveries in the Consolidated Income Statements by recording the present value of those changes in ERC at the effective interest rates of the respective pools. Management’s estimate of ERC is based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the timing and amount of expected cash flows. Development of the Company’s forecasts rely on both quantitative and qualitative factors. Qualitative factors can include both external and internal information and consider management’s view on available facts and circumstances at each reporting period.
Auditing the qualitative factors used by management in their forecast of ERC required complex auditor judgment due to the subjectivity in assumptions related to changes in recent collection trends, the projected impact of operational activities, and the influence that external factors will have on the amount and timing of ERC.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over management’s process to develop their estimates of ERC, including, management review controls over key subjective assumptions and judgments used in management’s estimate. Our test of controls included testing the completeness and accuracy of objective data relied upon by management when estimating ERC and the observation of certain key governance meetings where subjective assumptions were subject to challenge by senior management.
With the assistance of our internal specialists, we evaluated whether management’s methods for estimating expected recoveries were in compliance with U.S. generally accepted accounting principles. We tested management’s measurement of ERC by reconciling collections data used in the estimation process to source, reperforming calculations, evaluating the reasonableness of qualitative adjustments and considerations for the estimated impact of operational activities, comparing the current estimate to prior periods and historical trends, and reviewing external evidence, including economic, peer, and industry data, among other procedures.
Goodwill Impairment Assessment
Description of the Matter At December 31, 2024, the Company’s Goodwill was $396.4 million, consisting primarily of $369.5 million within the Debt Buying and Collection (“DBC”) reporting unit. As discussed in Note 1 and Note 4 of the consolidated financial statements, goodwill is tested for impairment at least annually. The Company performed a quantitative impairment assessment of goodwill for the DBC reporting unit, and estimated the fair value by applying the income approach. Under the income approach, fair value is estimated based on the present value of estimated future cash flows and a residual terminal value. The Company also used the market approach, which considered relevant transaction data from comparable publicly traded companies, to assess the reasonableness of the results of the income approach. The Company completed its annual goodwill impairment assessment as of October 1, 2024 and concluded that goodwill was not impaired.
Auditing management’s annual goodwill impairment assessment required a high degree of auditor judgment due to the subjectivity in assumptions that were used by management to estimate the fair value of the DBC reporting unit under the income approach. In particular, the estimate of the fair value of the reporting unit was sensitive to projected changes in operating expenses and estimated remaining collections, the discount rate, and the terminal multiple.
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How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over management’s process to assess goodwill for impairment, including management review controls over significant assumptions and the information provided by management’s specialists. Our tests of controls included testing the completeness, accuracy and relevance of underlying data utilized by management in the impairment assessment.
With the assistance of our internal valuation specialists, we tested management’s quantitative impairment assessment, including performing procedures to evaluate management’s methodology, test the mathematical accuracy of the discounted cash flow calculation, and evaluate the reasonableness of the discount rate and terminal multiple by comparing the assumptions to an independently developed range of observable market data points. For the key assumptions used by management to forecast financial results, including projected changes in operating expenses and estimated remaining collections, our procedures included, among others, comparing projections to historical results, agreeing internal and external inputs to source documents, and testing the mathematical accuracy of calculations underlying the assumptions. Additionally, after reconciling the fair value of the reporting unit to the market capitalization of the Company, we evaluated the reasonableness of management’s control premium by comparing the control premium to recent transactions in the industry.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2021.
Richmond, Virginia
February 27, 2025

44


PRA Group, Inc.
Consolidated Balance Sheets
December 31, 2024 and 2023
(Amounts in thousands)

2024 2023
Assets
Cash and cash equivalents $ 105,938  $ 112,528 
Investments 66,304  72,404 
Finance receivables, net 4,140,742  3,656,598 
Income taxes receivable 19,559  27,713 
Deferred tax assets, net 75,134  74,694 
Right-of-use assets 32,173  45,877 
Property and equipment, net 29,498  36,450 
Goodwill 396,357  431,564 
Other assets 65,450  67,526 
Total assets $ 4,931,155  $ 4,525,354 
Liabilities and Equity
Liabilities:
Accrued expenses and accounts payable $ 141,211  $ 138,218 
Income taxes payable 28,584  17,912 
Deferred tax liabilities, net 16,813  17,051 
Lease liabilities 36,437  50,300 
Interest-bearing deposits 163,406  115,589 
Borrowings 3,326,621  2,914,270 
Other liabilities 24,476  32,638 
Total liabilities 3,737,548  3,285,978 
Equity:
Preferred stock, $0.01 par value, 2,000 shares authorized, no shares issued and outstanding
—  — 
Common stock, $0.01 par value; 100,000 shares authorized, 39,510 shares issued and outstanding as of December 31, 2024; 100,000 shares authorized, 39,247 shares issued and outstanding as of December 31, 2023
395  392 
Additional paid-in capital 17,882  7,071 
Retained earnings 1,560,149  1,489,548 
Accumulated other comprehensive loss (443,394) (329,899)
Total stockholders' equity - PRA Group, Inc. 1,135,032  1,167,112 
Noncontrolling interests 58,575  72,264 
Total equity 1,193,607  1,239,376 
Total liabilities and equity $ 4,931,155  $ 4,525,354 
The accompanying notes are an integral part of these Consolidated Financial Statements.

45


PRA Group, Inc.
Consolidated Income Statements
For the years ended December 31, 2024, 2023 and 2022
(Amounts in thousands, except per share amounts)

2024 2023 2022
Revenues:
Portfolio income $ 857,188  $ 757,128  $ 772,315 
Changes in expected recoveries 240,868  29,134  168,904 
Total portfolio revenue 1,098,056  786,262  941,219 
Other revenue 16,468  16,292  25,305 
Total revenues 1,114,524  802,554  966,524 
Operating expenses:
Compensation and benefits 298,903  288,778  285,537 
Legal collection costs 124,782  89,131  76,757 
Legal collection fees 56,623  38,072  38,450 
Agency fees 83,334  74,699  63,808 
Professional and outside services 83,218  82,619  92,355 
Communication 43,433  40,430  39,205 
Rent and occupancy 16,929  17,319  18,589 
Depreciation, amortization and impairment 10,792  18,615  15,243 
Other operating expenses 56,778  52,399  50,778 
Total operating expenses 774,792  702,062  680,722 
Income from operations 339,732  100,492  285,802 
Other income and (expense):
Interest expense, net (229,267) (181,724) (130,677)
Foreign exchange gain/(loss), net (9) 289  985 
Other (851) (1,944) (1,325)
Income/(loss) before income taxes 109,605  (82,887) 154,785 
Income tax expense/(benefit) 21,032  (16,133) 36,787 
Net income/(loss) 88,573  (66,754) 117,998 
Adjustment for net income attributable to noncontrolling interests 17,972  16,723  851 
Net income/(loss) attributable to PRA Group, Inc. $ 70,601  $ (83,477) $ 117,147 
Net income/(loss) per common share attributable to PRA Group, Inc.:
Basic $ 1.79  $ (2.13) $ 2.96 
Diluted $ 1.79  $ (2.13) $ 2.94 
Weighted average number of shares outstanding:
Basic 39,382  39,177  39,638 
Diluted 39,542  39,177  39,888 
The accompanying notes are an integral part of these Consolidated Financial Statements.
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PRA Group, Inc.
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2024, 2023 and 2022
(Amounts in thousands)

  2024 2023 2022
Net income/(loss) $ 88,573  $ (66,754) $ 117,998 
Other comprehensive income/(loss), net of tax
Foreign currency translation adjustments (123,919) 45,524  (105,292)
Cash flow hedges (4,486) (21,207) 33,175 
Debt securities available-for-sale 140  302  (16)
Other comprehensive income/(loss) (128,265) 24,619  (72,133)
Total comprehensive income/(loss) (39,692) (42,135) 45,865 
Less comprehensive income attributable to noncontrolling interests 3,202  23,315  9,735 
Comprehensive income/(loss) attributable to PRA Group, Inc. $ (42,894) $ (65,450) $ 36,130 
The accompanying notes are an integral part of these Consolidated Financial Statements.
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PRA Group, Inc.
Consolidated Statements of Changes in Equity
For the years ended December 31, 2024, 2023 and 2022
(Amounts in thousands)
Common Stock Additional Paid-In Capital Retained Earnings Accumulated  Other Comprehensive Loss Noncontrolling Interests Total Equity
Shares Amount
Balance as of December 31, 2021 41,008  $ 410  $ —  $ 1,552,845  $ (266,909) $ 38,491  $ 1,324,837 
Components of comprehensive income, net of tax:
Net income —  —  —  117,147  —  851  117,998 
Foreign currency translation adjustments —  —  —  —  (114,176) 8,884  (105,292)
Cash flow hedges —  —  —  —  33,175  —  33,175 
Debt securities available-for-sale —  —  —  —  (16) —  (16)
Distributions to noncontrolling interests —  —  —  —  —  (6,691) (6,691)
Contributions from noncontrolling interests —  —  —  —  —  17,554  17,554 
Vesting of restricted stock 303  (4) —  —  —  — 
Repurchase and cancellation of common stock (2,331) (24) (2,399) (96,967) —  —  (99,390)
Share-based compensation expense —  —  13,047  —  —  —  13,047 
Employee stock relinquished for payment of taxes —  —  (8,472) —  —  —  (8,472)
Balance as of December 31, 2022 38,980  $ 390  $ 2,172  $ 1,573,025  $ (347,926) $ 59,089  $ 1,286,750 
Components of comprehensive income, net of tax:
Net income/(loss) —  —  —  (83,477) —  16,723  (66,754)
Foreign currency translation adjustments —  —  —  —  38,932  6,592  45,524 
Cash flow hedges —  —  —  —  (21,207) —  (21,207)
Debt securities available-for-sale —  —  —  —  302  —  302 
Distributions to noncontrolling interests —  —  —  —  —  (10,140) (10,140)
Vesting of restricted stock 267  (2) —  —  —  — 
Share-based compensation expense —  —  11,095  —  —  —  11,095 
Employee stock relinquished for payment of taxes —  —  (6,194) —  —  —  (6,194)
Balance as of December 31, 2023 39,247  $ 392  $ 7,071  $ 1,489,548  $ (329,899) $ 72,264  $ 1,239,376 
Components of comprehensive income, net of tax:
Net income —  —  —  70,601  —  17,972  88,573 
Foreign currency translation adjustments —  —  —  —  (109,149) (14,770) (123,919)
Cash flow hedges —  —  —  —  (4,486) —  (4,486)
Debt securities available-for-sale —  —  —  —  140  —  140 
Distributions to noncontrolling interests —  —  —  —  —  (19,287) (19,287)
Contributions from noncontrolling interests —  —  —  —  —  2,396  2,396 
Vesting of restricted stock 263  (3) —  —  —  — 
Share-based compensation expense —  —  13,470  —  —  —  13,470 
Employee stock relinquished for payment of taxes —  —  (2,656) —  —  —  (2,656)
Balance as of December 31, 2024 39,510  $ 395  $ 17,882  $ 1,560,149  $ (443,394) $ 58,575  $ 1,193,607 
The accompanying notes are an integral part of these Consolidated Financial Statements.
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PRA Group, Inc.
Consolidated Statements of Cash Flows
For the years ended December 31, 2024, 2023 and 2022
(Amounts in thousands)

2024 2023 2022
Cash flows from operating activities:
Net income/(loss) $ 88,573  $ (66,754) $ 117,998 
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Share-based compensation 13,470  11,095  13,047 
Depreciation, amortization and impairment 10,792  18,615  15,243 
Amortization of debt discount or premium and issuance costs 10,567  9,223  10,097 
Changes in expected recoveries (240,868) (29,134) (168,904)
Deferred income taxes (2,138) (35,942) 607 
Net unrealized foreign currency transaction (gain)/loss 5,200  (16,552) 34,970 
Other (1,593) (1,534) 246 
Changes in operating assets and liabilities:
Other assets (9,544) (1,835) 7,096 
Accrued expenses, accounts payable and other liabilities 30,947  15,283  (8,808)
Net cash provided by/(used in) operating activities (94,594) (97,535) 21,592 
Cash flows from investing activities:
Purchases of property and equipment, net (4,045) (2,887) (13,251)
Purchases of nonperforming loan portfolios (1,407,067) (1,160,289) (844,255)
Recoveries collected and applied to Finance receivables, net 1,027,896  917,025  974,846 
Purchases of investments (57,384) (60,057) (63,000)
Proceeds from sales and maturities of investments 58,130  71,348  66,113 
Net cash provided by/(used in) investing activities (382,470) (234,860) 120,453 
Cash flows from financing activities:
Proceeds from lines of credit 1,901,645  814,630  1,607,108 
Principal payments on lines of credit (1,720,836) (480,100) (1,598,608)
Proceeds from long-term debt 472,611  —  — 
Principal payments on long-term debt (445,000) (7,500) (10,000)
Proceeds from issuance of senior notes 555,438  400,000  — 
Retirement and repurchase of senior notes (298,000) (3,657) — 
Retirement of convertible notes —  (345,000) — 
Payment of debt origination costs and fees (15,323) (5,323) (15,550)
Repurchase of common stock —  —  (111,371)
Tax withholdings related to share-based payments (2,655) (6,194) (8,472)
Distributions to noncontrolling interests (19,287) (10,140) (6,691)
Contributions from noncontrolling interests 2,396  —  17,554 
Net increase/(decrease) in interest-bearing deposits 59,848  (1,416) 4,688 
Net cash provided by/(used in) financing activities 490,837  355,300  (121,342)
Effect of exchange rates on cash (20,034) 6,029  (25,017)
Net increase/(decrease) in cash, cash equivalents and restricted cash (6,261) 28,934  (4,314)
Cash, cash equivalents and restricted cash, beginning of period 113,692  84,758  89,072 
Cash, cash equivalents and restricted cash, end of period $ 107,431  $ 113,692  $ 84,758 
Supplemental disclosure of cash flow information:
Cash paid for interest $ 224,099  $ 138,305  $ 116,932 
Cash paid for income taxes 5,222  25,544  21,860 
Reconciliation to Balance Sheet accounts:
Cash and cash equivalents $ 105,938  $ 112,528  $ 83,376 
Restricted cash included in Other assets 1,493  1,164  1,382 
Cash, cash equivalents and restricted cash $ 107,431  $ 113,692  $ 84,758 

The accompanying notes are an integral part of these Consolidated Financial Statements.
49

PRA Group, Inc.
Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies:
Nature of operations
As used herein, the terms "PRA Group," the "Company," or similar terms refer to PRA Group, Inc. and its subsidiaries.
PRA Group, Inc., a Delaware corporation, is a global financial services company with operations in the Americas, Europe and Australia. The Company's primary business is the purchase, collection and management of portfolios of nonperforming loans. The Company also purchases and provides fee-based services for class action claims recoveries in the United States ("U.S.").
Basis of presentation
The Consolidated Financial Statements of the Company are prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). The preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Realized results could differ from those estimates and assumptions.
Reclassification of prior year presentation
In the Consolidated Balance Sheets, Consolidated Income Statements and Consolidated Statements of Cash Flows, certain prior year amounts have been reclassified for consistency with the current year presentation.
Consolidation
The Consolidated Financial Statements include the accounts of PRA Group and other entities in which the Company has a controlling interest. All significant intercompany accounts and transactions have been eliminated.
Entities in which the Company has a controlling financial interest, through ownership of the majority of the entities’ voting equity interests, or through other contractual rights that give the Company control, consist of entities that purchase and collect on portfolios of nonperforming loans. Noncontrolling interests represent the portion of net income and equity attributable to third-party owners of consolidated subsidiaries that are not wholly-owned by the Company. These noncontrolling interests relate primarily to funds in Brazil that invest in nonperforming loan portfolios.
Investments in companies in which the Company has significant influence over operating and financing decisions, but does not own a majority of the voting equity interests, are accounted for in accordance with the equity method of accounting, which requires the Company to recognize its proportionate share of the entity’s net earnings. The Company's equity method investment is included in Investments, with income or loss included in Other revenue.
The Company performs on-going reassessments whether changes in the facts and circumstances regarding the Company’s involvement with an entity could cause the Company’s consolidation conclusions to change.
Foreign currency
Assets and liabilities have been translated into the reporting currency using the exchange rates in effect on the date of the Consolidated Balance Sheets. Equity accounts are translated at historical rates, except for the change in retained earnings during the year, which is the result of the income statement translation process. Revenue and expense accounts are translated using the weighted average exchange rate during the period. The cumulative translation adjustments associated with the net assets of international subsidiaries are recorded in Accumulated other comprehensive loss in the accompanying Consolidated Statements of Changes in Equity.
Cash and cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
Restricted cash
Cash that is subject to legal restrictions or is unavailable for general operating purposes is classified as restricted cash and included in Other assets in the Company's Consolidated Balance Sheets.
50

PRA Group, Inc.
Notes to Consolidated Financial Statements
Accumulated other comprehensive loss
The Company records unrealized gains and losses on certain available-for-sale investments and foreign currency translation adjustments in other comprehensive income ("OCI"). Unrealized gains and losses on available for sale investments are reclassified to earnings as the gains or losses are realized upon sale of the securities. Translation gains or losses on foreign currency translation adjustments are reclassified to earnings upon the substantial sale or liquidation of investments in international operations. For the Company’s derivative financial instruments that are designated as hedging instruments, the change in fair value is recorded in OCI.
Investments
Debt securities
The Company determines the appropriate classification of its investments in debt securities at the time of purchase and reevaluates such determinations at each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are carried at amortized cost. Debt securities which the Company does not have the intent or ability to hold to maturity are classified as available-for-sale and carried at fair value. Fair value is determined using quoted market prices. Unrealized gains and losses are included in comprehensive income and reported in stockholders' equity. The Company evaluates debt securities for impairment. When there has been a decline in fair value below the amortized cost, the Company recognizes an impairment if: (1) it has the intent to sell the security; (2) it is more-likely-than-not that it will be required to sell the security before recovery of the amortized cost; or (3) it does not expect to recover the entire amortized cost of the security. If the Company identifies that the decline in fair value has resulted from credit losses, the credit loss component is recognized as an allowance in the Consolidated Balance Sheets with a corresponding charge to Other expense in the Consolidated Income Statements. The non-credit loss component remains in Other comprehensive loss until realized from a sale or subsequent impairment.
Equity securities
Investments in equity securities are measured at fair value with unrealized gains and losses reported in earnings.
Equity method investments
Equity investments that are not consolidated over which the Company exercises significant influence are accounted for as equity method investments. Whether or not the Company exercises significant influence with respect to an investee company depends on an evaluation of several factors including, among others, representation on the investee company’s board of directors and ownership level, which generally requires a 20% to 50% interest in the voting securities of the investee company. Under the equity method of accounting, an investee company’s accounts are not reflected in the Company’s Consolidated Balance Sheets and Income Statements; rather, the Company’s share of the earnings or losses of the investee company is reflected in Other revenue in the Consolidated Income Statements. The carrying value of the Company's equity method investee is reflected in Investments in the Company’s Consolidated Balance Sheets.
When the Company’s carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company’s Consolidated Financial Statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized.
Finance receivables and income recognition
Credit quality
The Company acquires portfolios of accounts that have experienced deterioration of credit quality between origination and the Company's acquisition of the accounts. The amount paid for a portfolio reflects the Company's determination that it is probable the Company will be unable to collect all amounts due according to the contractual terms of the underlying accounts. The Company accounts for the portfolios in accordance with the guidance for purchased credit deteriorated ("PCD") assets. The initial allowance for credit losses is added to the purchase price rather than recorded as a credit loss expense. The Company has established a policy to write off the amortized cost of individual assets when it is deemed probable that it will not collect on an individual asset.
Due to the deteriorated credit quality of the individual accounts, the Company may write off the unpaid principal balance of all accounts in a portfolio at the time of acquisition. However, when the Company has an expectation of collecting cash flows at the portfolio level, a negative allowance is established for expected recoveries at an amount not to exceed the amount paid for the financial portfolios.
51

PRA Group, Inc.
Notes to Consolidated Financial Statements
The negative allowance is recorded as an asset measured at amortized cost and presented as Finance receivables, net in the Company's Consolidated Balance Sheets at the net present value of expected collections.
Portfolio segments
The Company’s nonperforming loan portfolio is comprised of its Core and Insolvency portfolio segments, with systematic methodologies used to determine the allowance for credit losses at the portfolio segment level. The Company’s Core portfolio contains loan accounts that are in default and that were purchased at a substantial discount to face value because either the credit originator and/or other third-party collection agencies have been unsuccessful in collecting the full balance owed. The Company’s Insolvency portfolio contains loan accounts that are in default and that were purchased at a substantial discount to face value in which the customer is involved in a bankruptcy or insolvency proceeding. Each of the two portfolio segments of purchased nonperforming loan portfolios consist of large numbers of homogeneous receivables with similar risk characteristics.
Effective interest rate and accounting pools
Within each portfolio, the Company pools accounts with similar risk characteristics that are acquired in the same year. Similar risk characteristics generally include the portfolio segment and geographic region. The initial effective interest rate of the pool is established based on the purchase price and expected recoveries of each individual purchase at the purchase date. During the year of acquisition, the annual pool is aggregated, and the blended effective interest rate will adjust to reflect new acquisitions and new cash flow estimates until the end of the year. The effective interest rate for a pool is fixed for the remaining life of the pool once the year has ended.
Methodology
The negative allowance is calculated by applying discounted cash flow methodologies to estimated remaining collections (“ERC”), and income is recognized over the estimated life of each pool at its constant effective interest rate. Subsequent changes (favorable and unfavorable) in expected cash flows are recognized within Changes in expected recoveries in the Consolidated Income Statements by recording the present value of those changes in ERC at the constant pool-specific effective interest rate. Amounts included in the estimate of recoveries do not exceed the aggregate amount of the amortized cost basis previously written off or expected to be written off.
The measurement of expected recoveries is based on relevant information about past events, current conditions and reasonable and supportable forecasts that affect the expected timing and amount of those recoveries. Development of the Company’s forecasts relies on both quantitative and qualitative factors. Qualitative factors can include both external and internal information and consider management’s view on available facts and circumstances at each reporting period. More specifically, external factors that may have an impact on the collectability, and subsequently on the overall profitability of acquired portfolios of nonperforming loans, would include new laws or regulations relating to collections, new interpretations of existing laws or regulations, and the overall condition of the economy. Internal factors that may have an impact on the collectability, and subsequently the overall profitability of acquired portfolios of nonperforming loans, would include necessary revisions to initial and post-acquisition operational scoring and modeling estimates, operational activities and the expected impact of operational strategies.
Portfolio income
The recognition of income on expected recoveries is based on the constant effective interest rate established for a pool.
Changes in expected recoveries
Changes in expected recoveries consist of differences between actual and expected recoveries for the reporting period, as well as the net present value of increases or decreases in ERC at the constant effective interest rates of the respective pools.
Buybacks and third-party fees
Agreements to acquire finance receivables include general representations and warranties from the sellers covering matters such as account holder death or insolvency and accounts settled or disputed prior to sale. The representation and warranty period permitting the return of these accounts from the Company to the seller is typically 90 to 180 days, with certain international agreements extending as long as 24 months. Any funds received from the seller as a return of purchase price are referred to as buybacks. Buyback funds are included in changes in expected recoveries when received. Fees paid to third parties other than the seller related to the direct acquisition of a portfolio of accounts are expensed when incurred.

52

PRA Group, Inc.
Notes to Consolidated Financial Statements
Fee income recognition
The Company recognizes revenue from its class action claims recovery services when there is persuasive evidence that an arrangement exists, delivery has occurred or services have been rendered, the amount is fixed or determinable, and collectability is reasonably assured. This revenue is included within Other revenue in the Company's Consolidated Income Statements.
Property and equipment
Property and equipment, including improvements that significantly add to the productive capacity or extend useful life, are recorded at cost. Maintenance and repairs are expensed as incurred. Property and equipment are depreciated over their useful lives using the straight-line method, as follows:
Category Estimated Useful Life
Software and computer equipment
Three to five years
Furniture and fixtures
Ten years
Equipment
Five years
Leasehold improvements Remaining term of the lease
Building improvements
Ten to 39 years
When property is sold or retired, the cost and related accumulated depreciation are removed from the balance sheet and any gain or loss is included in the Company's Consolidated Income Statements. Impairment is assessed periodically when events or changes in circumstances indicate the carrying value of property and equipment may not be fully recoverable.
Goodwill
Goodwill is not amortized, but rather, is reviewed for impairment annually or more frequently if indicators of potential impairment exist. The Company performs its annual assessment of goodwill as of October 1. The Company may first assess qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If management concludes that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the fair value of the reporting unit is determined. An impairment loss is recorded for the amount by which the carrying value of the reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to the respective reporting unit.
Income taxes
The provision for income taxes is estimated using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which they are expected to be realized or settled. The Company has elected to treat U.S. taxes due in relation to Global Intangible Low-Taxed Income ("GILTI") as a current period expense when incurred.
The Company recognizes the financial statement benefit of an uncertain tax position if it is more-likely-than-not to be sustained based on the technical merits in the event of challenges by the relevant taxing authorities. The amount of benefit to recognize in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company exercises significant judgment in making these determinations. The Company records interest and penalties related to unrecognized tax benefits as a component of income tax expense when the more likely than not standards are not met. While actual results could vary, the Company believes it has made adequate tax accruals with respect to the ultimate outcome of such tax matters.
A valuation allowance for deferred tax assets is recorded and charged to earnings if it is determined that it is more-likely-than-not that the deferred tax asset will not be realized. The need for a valuation allowance is determined on a jurisdiction-by-jurisdiction basis.
Leases
The Company recognizes a liability for future lease payments and a right-of-use ("ROU") asset, representing its right to use the underlying asset for the lease term, in the Consolidated Balance Sheets.
53

PRA Group, Inc.
Notes to Consolidated Financial Statements
The Company's operating lease portfolio primarily includes corporate offices and call centers. Its leases have remaining lease terms from one to 11 years, some of which include options to extend the leases, the longest of which is for up to five years; while others include options to terminate the leases in accordance with specified notice periods. Exercises of lease renewal options are typically at the Company's sole discretion, with renewal periods included in ROU assets and lease liabilities based upon whether the Company is reasonably certain of exercising the renewal options and/or not exercising the termination options. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately, and the Company elected not to apply the lease recognition requirements to short-term leases. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Since most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments.
Share-based compensation
Compensation expense associated with share equity awards is recognized in the Consolidated Income Statements. The Company determines stock-based compensation expense for all share-based payment awards based on the measurement date fair value. The Company has certain share awards that include market conditions that affect the value upon vesting. The fair value of these shares is estimated using a lattice model. Compensation cost is not adjusted if the market condition is not met, as long as the requisite service is provided. The Company estimates a forfeiture rate for most equity share grants based on historical experience. Time-based equity share awards generally vest between one and three years from the grant date and are expensed on a straight-line basis over the vesting period. Equity share awards that contain a performance metric are expensed over the requisite service period, which is generally three years, in accordance with the performance level achieved in each reporting period. Refer to Note 11 for additional information.
Earnings per share
Basic earnings per share ("EPS") is computed by dividing net income available to common stockholders of PRA Group, Inc. by weighted average common shares outstanding. Diluted EPS is computed using the same components as basic EPS, with the denominator adjusted for the dilutive effect of the conversion spread of the Convertible Notes and nonvested share awards, if dilutive. Share-based awards that are contingent upon the attainment of performance goals are included in the computation of diluted EPS if the effect is dilutive. The dilutive effect of nonvested shares is computed using the treasury stock method, which assumes any proceeds that could be obtained upon the vesting of nonvested shares would be used to purchase common shares at the average market price for the period.
Derivatives
The Company periodically enters into derivative financial instruments, typically interest rate swaps and foreign currency contracts, to reduce its exposure to fluctuations in interest rates on variable rate debt and foreign currency exchange rates.
As part of its use of derivatives, the Company enters into netting agreements, including International Swap Dealers Association Agreements, which, in general, provide for the offsetting of amounts payable or receivable between it and the counterparty, at the election of both parties, for transactions that settle on the same date and in the same currency. The agreements also provide that in the event of an early termination, the counterparties have the right to offset amounts owed or owing under that and any other agreement with the same counterparty. The Company’s accounting policy is to not offset these positions and to report derivative asset and liability positions on a gross basis in the accompanying Consolidated Balance Sheets. The Company does not utilize derivative financial instruments with a level of complexity or with a risk greater than the exposure to be managed, nor does it enter into or hold derivatives for trading or speculative purposes.
All of the Company's outstanding derivative financial instruments are recognized in the Consolidated Balance Sheets at their fair values. The effect on earnings from recognizing the fair values of these derivative financial instruments depends on their intended use, hedge designation and effectiveness in offsetting changes in the fair values of the exposures they are hedging.
Under the cash flow hedge accounting model, changes in the fair values of instruments used to reduce or eliminate fluctuations in cash flows of anticipated or forecasted transactions are reported in equity as a component of Accumulated other comprehensive loss. Amounts in Accumulated other comprehensive loss are reclassified to earnings when the related hedged items affect earnings or the anticipated transactions are no longer probable, with those gains and losses recorded in the same financial statement line-item as the hedged item/forecasted transaction. Changes in the fair values of derivative financial instruments that are not designated as hedges or do not qualify for hedge accounting treatment are reported in earnings. Cash flows from the settlement of derivatives, including those designated in hedge accounting relationships and derivatives used for economic hedges, are reflected in the Consolidated Statements of Cash Flows in the same categories as the cash flows of the hedged item.
54

PRA Group, Inc.
Notes to Consolidated Financial Statements
For derivative financial instruments accounted for as hedging instruments, at inception, the Company formally designates and documents the derivative as hedging a specific underlying exposure, the risk management objective and the manner in which effectiveness of the hedge will be assessed. The Company assesses, both at inception and at each reporting period thereafter, whether the derivative financial instruments used in hedging transactions are effective in offsetting changes in fair value or cash flows of the hedged items. The Company discontinues the use of hedge accounting prospectively when (1) the derivative instrument is no longer effective in offsetting changes in fair value or cash flows of the hedged item; (2) the derivative instrument expires, is sold, terminated, or exercised; or (3) designating the derivative instrument as a hedge is no longer appropriate. Refer to Note 8 for additional information.
Use of estimates
The preparation of the Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by management include those related to the:
•timing and amount of future cash collections of the Company's finance receivables portfolios;
•determination of fair value of a reporting unit as part of testing goodwill for impairment; and
•interpretation of the tax laws required to calculate the Company's income tax-related balances, including evaluations of uncertain tax positions and the realizability of deferred tax assets.
Actual results could differ from these estimates making it reasonably possible that a change in these estimates could occur within one year.
Loss contingencies
The Company is subject to legal proceedings, lawsuits and other claims. The Company recognizes a liability for a loss contingency when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company expenses the related legal costs as they are incurred. Refer to Note 14 for additional information.
Estimated fair value of financial instruments
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Disclosure of the estimated fair values of financial instruments often requires the use of estimates. The Company considers different levels of inputs in determining fair value. Refer to Note 9 for additional information.
Segment reporting
The Company has determined that it has a single operating and reportable segment, Accounts Receivable Management ("ARM"), which applies the same accounting policies as those described herein. The Company is managed on a consolidated basis by its CEO, who is also the Company's chief operating decision maker ("CODM").
Recently adopted accounting pronouncements
In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"), which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The Company adopted this ASU for the year ended December 31, 2024, and applied it retrospectively to all prior periods presented. Refer to Note 15 for additional information.
Recently issued accounting pronouncements not yet adopted
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which requires enhanced annual disclosures with respect to the rate reconciliation and income taxes paid information. This ASU is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis, with early adoption permitted.
55

PRA Group, Inc.
Notes to Consolidated Financial Statements
The Company does not expect that adoption of this ASU will materially impact its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" ("ASU 2024-03"). Subsequently, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. The Company does not expect that adoption of this ASU will materially impact its consolidated financial statements.
2. Finance Receivables, net:
Finance receivables, net consisted of the following as of December 31, 2024 and 2023 (amounts in thousands):
2024 2023
Amortized cost $ —  $ — 
Negative allowance for expected recoveries
4,140,742  3,656,598 
Balance as of end of year $ 4,140,742  $ 3,656,598 
Changes in Finance receivables, net by portfolio type for the years ended December 31, 2024 and 2023 were as follows (amounts in thousands):
2024 2023
Core Insolvency Total Core Insolvency Total
Balance as of beginning of year $ 3,295,214  $ 361,384  $ 3,656,598  $ 2,936,207  $ 358,801  $ 3,295,008 
Initial negative allowance for expected recoveries on current year purchases (1)
1,295,467  112,367  1,407,834  1,017,609  136,474  1,154,083 
Recoveries collected and applied to Finance receivables, net (2)
(871,528) (156,368) (1,027,896) (758,547) (158,478) (917,025)
Changes in expected recoveries (3)
223,177  17,691  240,868  13,898  15,236  29,134 
Foreign currency translation adjustment (132,607) (4,055) (136,662) 86,047  9,351  95,398 
Balance as of end of year $ 3,809,723  $ 331,019  $ 4,140,742  $ 3,295,214  $ 361,384  $ 3,656,598 
(1) Initial negative allowance for expected recoveries on current year purchases
The initial negative allowance for expected recoveries on current year purchases for the years ended December 31, 2024 and 2023 was as follows (amounts in thousands):
2024 2023
Core Insolvency Total Core Insolvency Total
Allowance for credit losses at acquisition $ (8,217,658) $ (399,396) $ (8,617,054) $ (5,776,760) $ (559,459) $ (6,336,219)
Writeoffs, net 8,217,658  399,396  8,617,054  5,776,760  559,459  6,336,219 
Expected recoveries 1,295,467  112,367  1,407,834  1,017,609  136,474  1,154,083 
Initial negative allowance for expected recoveries on current year purchases $ 1,295,467  $ 112,367  $ 1,407,834  $ 1,017,609  $ 136,474  $ 1,154,083 
The purchase price on current year purchases for the years ended December 31, 2024 and 2023 was as follows (amounts in thousands):
2024 2023
Core Insolvency Total Core Insolvency Total
Face value $ 10,789,514  $ 565,928  $ 11,355,442  $ 7,637,744  $ 747,192  $ 8,384,936 
Noncredit discount (1,276,389) (54,165) (1,330,554) (843,375) (51,259) (894,634)
Allowance for credit losses at acquisition (8,217,658) (399,396) (8,617,054) (5,776,760) (559,459) (6,336,219)
Purchase price $ 1,295,467  $ 112,367  $ 1,407,834  $ 1,017,609  $ 136,474  $ 1,154,083 
56

PRA Group, Inc.
Notes to Consolidated Financial Statements
(2) Recoveries collected and applied to Finance receivables, net
Recoveries collected and applied to Finance receivables, net for the years ended December 31, 2024 and 2023 was as follows (amounts in thousands):
2024 2023
Core Insolvency Total Core Insolvency Total
Recoveries collected (a)
$ 1,681,453  $ 203,631  $ 1,885,084  $ 1,474,009  $ 200,144  $ 1,674,153 
Amounts reclassified to Portfolio income (b)
(809,925) (47,263) (857,188) (715,462) (41,666) (757,128)
Recoveries collected and applied to Finance receivables, net $ 871,528  $ 156,368  $ 1,027,896  $ 758,547  $ 158,478  $ 917,025 
(a)Includes cash collections, buybacks and other cash-based adjustments.
(b)Reclassifications from Finance Receivables, net to Portfolio income based on the effective interest rate of the underlying account pools.
(3) Changes in expected recoveries
Changes in expected recoveries for the years ended December 31, 2024 and 2023 were as follows (amounts in thousands):
2024 2023
Core Insolvency Total Core Insolvency Total
Recoveries collected in excess of forecast $ 138,476  $ 17,659  $ 156,135  $ 48,292  $ 16,840  $ 65,132 
Changes in expected future recoveries 84,701  32  84,733  (34,394) (1,604) (35,998)
Changes in expected recoveries $ 223,177  $ 17,691  $ 240,868  $ 13,898  $ 15,236  $ 29,134 
Changes in expected recoveries for the year ended December 31, 2024 were a net positive $240.9 million, which included $156.1 million in recoveries collected in excess of forecast (cash collections overperformance), due to collections performance in both Europe and the U.S. Changes in expected future recoveries for the year ended December 31, 2024 were $84.7 million, largely due to the impact of increases to the Company's collections forecasts on its pre-2021 U.S. Core pools and certain pools in Europe. These increases were partially offset by the impact of timing related adjustments on the more recent U.S. Core pools and decreased forecasts and timing-related adjustments on certain other pools in Europe.
Changes in expected recoveries for the year ended December 31, 2023 were a net positive $29.1 million. This was comprised of $65.1 million in recoveries collected in excess of forecast (cash collections overperformance), due in large part to collections performance in Europe, and a $36.0 million negative adjustment to changes in expected future recoveries, primarily due to adjustments made in certain U.S. pools.
3. Investments:
Investments consisted of the following as of December 31, 2024 and 2023 (amounts in thousands):
2024 2023
Debt securities
Available-for-sale $ 55,762  $ 59,470 
Equity securities
Private equity funds 1,848  2,451 
Equity method investment 8,694  10,483 
Total investments $ 66,304  $ 72,404 





57

PRA Group, Inc.
Notes to Consolidated Financial Statements
Debt Securities
Government securities: As of December 31, 2024, the Company's available-for-sale debt securities consisted of Swedish treasury securities maturing within one year. As of December 31, 2024 and 2023, the amortized cost and fair value of these investments were as follows (amounts in thousands):
2024
Amortized Cost Gross Unrealized Gains Aggregate Fair Value
Available-for-sale
Government securities $ 55,556  $ 206  $ 55,762 
2023
Amortized Cost Gross Unrealized Gains Aggregate Fair Value
Available-for-sale
Government securities $ 59,404  $ 66  $ 59,470 
Equity Method Investment
The Company has an 11.7% interest in RCB Investimentos S.A. ("RCB"), a servicing company for nonperforming loans in Brazil. On January 2, 2025, the Company exercised its right to sell its interest in RCB. Refer to Note 17 for additional information.
4. Goodwill:
The Company performs an annual review of goodwill as of October 1 of each year, or more frequently if indicators of impairment exist. The Company performed its annual review of goodwill as of October 1, 2024, and concluded that goodwill was not impaired. Changes in goodwill for the years ended December 31, 2024 and 2023, were as follows (amounts in thousands):
2024 2023
Balance as of beginning of year $ 431,564  $ 435,921 
Foreign currency translation (35,207) (4,357)
Balance as of end of year $ 396,357  $ 431,564 
5. Leases:
The components of lease expense for the years ended December 31, 2024 and 2023, were as follows (amounts in thousands):
2024 2023
Operating lease expense $ 10,126  $ 10,632 
Short-term lease expense 2,318  2,007 
Sublease income (7) (317)
Total lease expense $ 12,437  $ 12,322 
Supplemental cash flow information and non-cash activity related to leases for the years ended December 31, 2024 and 2023, were as follows (amounts in thousands):
2024 2023
Cash paid for amounts included in the measurement of operating lease liabilities $ 10,533  $ 11,514 
ROU assets obtained in exchange for operating lease obligations (1)
$ (5,132) $ 1,060 
(1)Includes the impact of new leases as well as remeasurements and modifications of existing leases.


58

PRA Group, Inc.
Notes to Consolidated Financial Statements
Lease term and discount rate information related to operating leases were as follows:
2024 2023
Weighted-average remaining lease term (years) 6.6 7.4
Weighted-average discount rate 4.7  % 4.7  %
Maturities of lease liabilities as of December 31, 2024, were as follows for the years ending December 31, (amounts in thousands):
Operating Leases
2025 $ 9,192 
2026 7,352 
2027 4,710 
2028 4,712 
2029 4,424 
Thereafter 12,242 
Total lease payments
42,632 
Less: imputed interest (6,195)
Total present value of lease liabilities $ 36,437 
6. Property and Equipment, net:
Property and equipment, net consisted of the following as of December 31, 2024 and 2023 (amounts in thousands):
2024 2023
Software $ 66,515  $ 70,924 
Computer equipment 18,165  21,771 
Furniture and fixtures 14,422  16,814 
Equipment 10,032  12,649 
Leasehold improvements 18,076  18,711 
Building and improvements 19,637  19,637 
Land 1,407  1,407 
Accumulated depreciation and impairment (119,604) (126,452)
Assets in process 848  989 
Property and equipment, net $ 29,498  $ 36,450 
Depreciation expense related to property and equipment for the years ended December 31, 2024, 2023 and 2022 was $10.6 million, $13.1 million and $14.9 million, respectively. During the year ended December 31, 2023, the Company recorded an impairment charge of $5.2 million related to Building and improvements. Refer to Note 9 for additional information.
59

PRA Group, Inc.
Notes to Consolidated Financial Statements
7. Borrowings:
Borrowings consisted of the following as of December 31, 2024 and 2023 (amounts in thousands):
2024 2023
North American revolving credit facility $ 519,519  $ 396,303 
United Kingdom revolving credit facility 494,185  502,847 
European revolving credit facility 555,726  538,565 
North American term loan 470,111  442,500 
Credit facility borrowings 2,039,541  1,880,215 
Senior Notes due 2025 (the "2025 Notes") —  298,000 
Senior Notes due 2028 (the "2028 Notes") 398,000  398,000 
Senior Notes due 2029 (the "2029 Notes") 350,000  350,000 
Senior Notes due 2030 (the "2030 Notes") 550,000  — 
Senior notes 1,298,000  1,046,000 
Credit facility borrowings and senior notes 3,337,541  2,926,215 
Unamortized debt premium and issuance costs, net (10,920) (11,945)
Total $ 3,326,621  $ 2,914,270 
The following principal payments are due on the Company's borrowings as of December 31, 2024, for the years ending December 31, (amounts in thousands):
2025 $ 10,000 
2026 10,000 
2027 565,726 
2028 408,000 
2029 1,793,815 
Thereafter 550,000 
Total $ 3,337,541 
The Company was in compliance with the covenants of its financing arrangements as of December 31, 2024.
North American revolving credit facility and term loan
On October 28, 2024, the Company entered into the second amendment of its North American revolving credit facility and term loan to, among other things, extend the maturity date from July 30, 2026 to October 28, 2029, increase the aggregate revolving and term loan commitments by $40.1 million to $1.548 billion, reduce the U.S. domestic revolving credit facility from $1.0 billion to $950.0 million, increase the Canadian revolving credit facility from $75.0 million to $125.0 million, increase the term loan from $432.5 million to $472.6 million and modify certain financial covenants.
The total credit facility includes an aggregate principal amount of $1.545 billion (subject to compliance with a borrowing base and applicable debt covenants), which consists of (i) a fully-funded $470.1 million term loan, (ii) a $950.0 million domestic revolving credit facility, and (iii) a $125.0 million Canadian revolving credit facility. The facility includes an accordion feature allowing for up to $500.0 million in potential additional commitments and also provides for up to $25.0 million of letters of credit and a $25.0 million swingline loan sub-limit that would reduce the amounts available for borrowing. The term and revolving loans accrue interest, at the option of the Company, at either the base rate, Canadian prime pate, Canadian Overnight Repo Rate Average ("CORRA") or Secured Overnight Financing Rate ("SOFR"), for the applicable term. All borrowings incur an additional facility margin of 2.25%, or 2.00% if the consolidated senior secured leverage ratio is less than or equal to 1.60 to 1.0. The revolving loans within the credit facilities are subject to a 0% floor, or, for Canadian prime rate loans, a 1.00% floor. The revolving credit facilities also bear an unused line fee of 0.35% per annum, or 0.30% if the consolidated senior secured leverage ratio is less than or equal to 1.60 to 1.0, payable quarterly in arrears. The facility matures on October 28, 2029, and as of December 31, 2024, total availability was $555.5 million, comprised of $278.5 million based on current ERC and subject to debt covenants, and $277.0 million of additional availability subject to borrowing base and debt covenants, including advance rates.
60

PRA Group, Inc.
Notes to Consolidated Financial Statements
Borrowings under the facility are guaranteed by the Company's U.S. and Canadian subsidiaries (provided that the Canadian subsidiaries only guarantee borrowings under the Canadian revolving credit facility) and are secured by a first priority lien on substantially all of the Company's assets. The facility contains events of default and restrictive covenants, including the following:
•the ERC borrowing base is 35% for all eligible Core asset pools and 55% for all Insolvency eligible asset pools;
•the Company's consolidated total leverage ratio cannot exceed 3.50 to 1.0 as of the end of any fiscal quarter;
•the Company's consolidated senior secured leverage ratio cannot exceed 2.50 to 1.0 as of the end of any fiscal quarter;
•subject to no default or event of default, cash dividends and distributions during any fiscal year cannot exceed $50.0 million; and
•the Company's consolidated fixed charge coverage ratio cannot be less than 2.00 to 1.0.
As of December 31, 2024 and 2023, the outstanding balance and weighted average interest rate by type of borrowing under the facility were as follows (dollar amounts in thousands):
2024 2023
Amount Outstanding Weighted Average Interest Rate Amount Outstanding Weighted Average Interest Rate
Term loan $ 470,111  6.55  % $ 442,500  7.67  %
Revolving credit facility 519,519  6.48  396,303  7.67 
United Kingdom ("UK") revolving credit facility
On October 30, 2024, the Company entered into an amendment of its UK revolving credit facility to, among other things, extend the maturity date from July 30, 2026 to October 30, 2029, decrease the revolving credit facility from $800.0 million to $725.0 million and modify certain financial covenants to more closely conform to the North American revolving credit facility.
The UK revolving credit facility consists of a $725.0 million revolving credit facility (subject to a borrowing base), and an accordion feature for up to $200.0 million in additional commitments, subject to certain conditions. Borrowings, which are available in U.S. dollars, euro and pounds sterling, accrue interest for the applicable term at either the base rate, SOFR, Sterling Overnight Index Average ("SONIA") or, in the case of euro borrowings, the Euro Interbank Offered Rate ("Euribor") plus an applicable margin of 2.75% per annum or, if the consolidated senior secured leverage ratio is less than or equal to 1.60 to 1.0, an applicable margin of 2.50% per annum. SONIA borrowings carry an additional 0.10% credit adjustment spread, while SOFR and Euribor borrowings carry no additional spread. The facility also has a commitment fee of 0.30% per annum, payable quarterly in arrears. If the consolidated senior secured leverage ratio is greater than 1.60 to 1.0, the commitment fee increases to 0.35% per annum. The facility matures on October 30, 2029, and as of December 31, 2024, total availability was $230.8 million, comprised of $90.0 million based on current ERC and subject to debt covenants, and $140.8 million of additional availability subject to borrowing base and debt covenants, including advance rates.
The facility is secured by substantially all of the assets of PRA Group UK Limited ("PRA UK"), all of the equity interests in PRA UK and certain equity interests of PRA Group Europe Holding I S.à r.l. ("PRA Group Europe"), certain bank accounts of PRA Group Europe and certain intercompany loans extended by PRA Group Europe to PRA UK. The facility contains events of default and restrictive covenants, including the following:
•the borrowing base equals the sum of up to: (i) 35% of the ERC of PRA UK’s eligible asset pools; plus (ii) 55% of PRA UK’s Insolvency eligible asset pools; minus (iii) certain reserves to be established by the Administrative Agent;
•the Company's consolidated leverage ratio cannot exceed 3.50 to 1.0 as of the end of any fiscal quarter;
•the Company's consolidated senior secured leverage ratio cannot exceed 2.50 to 1.0 as of the end of any fiscal quarter; and
•the Company's consolidated fixed charge coverage ratio cannot be less than 2.00 to 1.0.
As of December 31, 2024 and 2023, the outstanding balance and weighted average interest rate under the facility were as follows (dollar amounts in thousands):
2024 2023
Amount Outstanding Weighted Average Interest Rate Amount Outstanding Weighted Average Interest Rate
Revolving credit facility $ 494,185  7.57  % $ 502,847  7.80  %
61

PRA Group, Inc.
Notes to Consolidated Financial Statements
European revolving credit facility
On October 28, 2024, the Company entered into an amendment of its European revolving credit facility to modify certain financial covenants to more closely conform to the North American and UK revolving credit facilities.
The European revolving credit facility provides revolving borrowings for an aggregate amount of approximately €730.0 million (subject to the borrowing base) and an uncommitted accordion feature for up to €500.0 million, subject to certain conditions. Borrowings, which are available in euro, Norwegian krone, Danish krone, Swedish krona and Polish zloty, accrue interest at the Interbank Offered Rate plus 2.80% - 3.80% (as determined by the estimated remaining collections ratio ("ERC Ratio") as defined in the agreement), bear an unused line fee, currently 1.120% per annum, or 35% of the margin, are subject to a 0% floor, and are payable monthly in arrears. Additionally, the Company has a separate agreement for an overdraft facility in the aggregate amount of $40.0 million (subject to the borrowing base), which accrues interest (per currency) at rates that can change daily, and bears a facility line fee of 0.125% per quarter, payable quarterly in arrears. The facility matures on November 23, 2027, and as of December 31, 2024, total availability (including the overdraft) was $240.0 million, comprised of $195.7 million based on current ERC and subject to debt covenants, and $44.3 million of additional availability subject to borrowing base and debt covenants, including advance rates.
The facility is secured by a first perfected security interest in all of the equity interests in certain operating subsidiaries of the named borrowers under the facility, certain intercompany loans and certain shareholder loans extended by the Company to those borrowers. Further, the Company guarantees all obligations and liabilities under the facility. The facility contains event of default and restrictive covenants including the following:
•the ERC Ratio of the borrowers under the facility cannot exceed 45%;
•the Company's consolidated total leverage ratio cannot exceed 3.50 to 1.0 as of the end of any fiscal quarter;
•the Company's consolidated senior secured leverage ratio cannot exceed 2.50 to 1.0 as of the end of any fiscal quarter;
•the Company's consolidated fixed charge coverage ratio cannot be less than 2.00 to 1.0;
•interest bearing deposits in AK Nordic AB cannot exceed SEK2.2 billion; and
•the Borrowers' cash collections must meet certain thresholds, measured on a quarterly basis.
As of December 31, 2024 and 2023, the outstanding balance and weighted average interest rate under the facility were as follows (dollar amounts in thousands):
2024 2023
Amount Outstanding Weighted Average Interest Rate Amount Outstanding Weighted Average Interest Rate
Revolving credit facility $ 555,726  7.68  % $ 538,565  8.05  %
2030 Notes
On May 20, 2024, the Company completed the private offering of $400.0 million in aggregate principal amount of its 8.875% senior notes due January 31, 2030. The related indenture contains customary terms and covenants, including certain events of default after which the notes may be due and payable immediately. The notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by all of the Company's existing and future domestic restricted subsidiaries that guarantee the North American revolving credit facility, subject to certain exceptions. Interest on the notes is payable semi-annually, in arrears, on January 31 and July 31 of each year.
On November 25, 2024, the Company completed the private offering of an additional $150.0 million in aggregate principal amount of 2030 Notes at a price of 103.625% of their principal amount. The additional notes are the same class and series as, and are otherwise identical to, the previously issued 2030 Notes other than with respect to the date of issuance and issue price.
Before June 1, 2026, the Company may redeem the notes, in whole or in part, at a price equal to 100% of the aggregate principal amount of the notes being redeemed, plus the applicable "make whole" premium. On or before June 1, 2026, the Company may redeem up to 40% of the aggregate principal amount of the notes at a redemption price of 108.875% plus accrued and unpaid interest with the net cash proceeds of a public offering of common stock of the Company provided, that at least 60% in aggregate principal amount of the notes remains outstanding immediately after the occurrence of such redemption and that such redemption will occur within 90 days of the date of the closing of such public offering.
62

PRA Group, Inc.
Notes to Consolidated Financial Statements
In addition, on or after June 1, 2026, the Company may redeem the notes, in whole or in part, at a price equal to 104.438% of the aggregate principal amount of the notes being redeemed. The applicable redemption price changes if redeemed during the 12 months beginning June 1 of each year to 102.219% for 2027 and then 100% for 2028 and thereafter.
In the event of a change of control, each holder will have the right to require the Company to repurchase all or any part of such holder's notes at an offer price equal to 101% of the aggregate principal amount plus accrued and unpaid interest. If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company will be required to make an offer to repurchase the notes at 100% of their principal amount plus accrued and unpaid interest.
2029 Notes
On September 22, 2021, the Company completed the private offering of $350.0 million in aggregate principal amount of its 5.00% senior notes due October 1, 2029. The related indenture contains customary terms and covenants, including certain events of default after which the notes may be due and payable immediately. The notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by all of the Company's existing and future domestic restricted subsidiaries that guarantee the North American revolving credit facility, subject to certain exceptions. Interest on the notes is payable semi-annually, in arrears, on October 1 and April 1 of each year.
The notes may be redeemed, at the Company's option, in whole or in part at a price equal to 102.50% of the aggregate principal amount of the notes being redeemed. The applicable redemption price changes if redeemed during the 12 months beginning October 1 of each year to 101.25% for 2025 and then 100% for 2026 and thereafter.
In the event of a change of control, each holder will have the right to require the Company to repurchase all or any part of such holder's notes at an offer price equal to 101% of the aggregate principal amount plus accrued and unpaid interest. If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company will be required to make an offer to repurchase the notes at 100% of their principal amount plus accrued and unpaid interest.
2028 Notes
On February 6, 2023, the Company completed the private offering of $400.0 million in aggregate principal amount of its 8.375% senior notes due February 1, 2028. The related indenture contains customary terms and covenants, including certain events of default after which the notes may be due and payable immediately. The notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by all of the Company's existing and future domestic restricted subsidiaries that guarantee the North American revolving credit facility, subject to certain exceptions. Interest on the notes is payable semi-annually, in arrears, on February 1 and August 1 of each year.
The notes may be redeemed at the Company's option in whole or in part at a price equal to 104.188% of the aggregate principal amount of the notes being redeemed. The applicable redemption price changes if redeemed during the 12 months beginning February 1 of each year to 102.094% for 2026 and then 100% for 2027 and thereafter.
In the event of a change of control, each holder will have the right to require the Company to repurchase all or any part of such holder's notes at an offer price equal to 101% of the aggregate principal amount plus accrued and unpaid interest. If the Company sells assets under certain circumstances and does not use the proceeds for specified purposes, the Company will be required to make an offer to repurchase the notes at 100% of their principal amount plus accrued and unpaid interest.
2025 Notes
On September 3, 2024, using funds obtained primarily from the North American revolving credit facility, the Company repaid the 2025 Notes in full by redeeming $298.0 million in aggregate principal amount at par value.
Convertible Senior Notes due 2023
The Company used substantially all of the net proceeds from the issuance of the 2028 Notes to retire the $345.0 million aggregate principal amount of its 3.50% convertible senior notes at their maturity on June 1, 2023. Interest expense on the notes was recognized using an effective interest rate of 4.00%. For the year ended December 31, 2024, no interest expense was recognized. For the years ended December 31, 2023 and 2022, total interest expense on the notes was $5.8 million and $13.8 million, respectively.


63

PRA Group, Inc.
Notes to Consolidated Financial Statements
Interest expense, net
The Company incurs interest expense on its borrowings, interest-bearing deposits and interest rate derivatives. The Company earns interest income on certain of its cash and cash equivalents, restricted cash and its interest rate derivatives. Interest expense, net was as follows for the years ended December 31, 2024, 2023 and 2022 (amounts in thousands):
2024 2023 2022
Interest expense $ 238,568  $ 194,667  $ 132,905 
Interest income (9,301) (12,943) (2,228)
Interest expense, net $ 229,267  $ 181,724  $ 130,677 
8. Derivatives:
The Company has entered into interest rate swaps and foreign currency contracts to reduce its exposure to fluctuations in interest rates on variable rate debt and foreign currency exchange rates. The following table summarizes the fair value of derivative financial instruments as of December 31, 2024 and 2023 (amounts in thousands):
2024 2023
Balance Sheet Location Fair Value Balance Sheet Location Fair Value
Derivatives designated as hedging instruments:
Interest rate contracts Other assets $ 8,514  Other assets $ 21,770 
Interest rate contracts Other liabilities 4,797  Other liabilities 11,627 
Derivatives not designated as hedging instruments:
Foreign currency contracts Other assets 2,209  Other assets 1,007 
Foreign currency contracts Other liabilities 166  Other liabilities 8,776 
Derivatives designated as hedging instruments:
Changes in the fair value of derivative contracts designated as cash flow hedging instruments are recognized in OCI. As of December 31, 2024 and 2023, the notional amount of interest rate contracts designated as cash flow hedging instruments was $800.7 million and $872.3 million, respectively. Derivatives designated as cash flow hedging instruments remained highly effective as of December 31, 2024, and have remaining terms from five months to five years. The Company estimates that approximately $4.6 million of net derivative gains included in OCI will be reclassified into earnings within the next 12 months.
The following tables summarize the effects of derivatives designated as cash flow hedging instruments for the years ended December 31, 2024, 2023 and 2022 (amounts in thousands):
Gain recognized in OCI, net of tax
Hedging instrument 2024 2023 2022
Interest rate contracts $ 12,039  $ 468  $ 32,650 
Gain/(loss) reclassified from OCI into income
Income statement account 2024 2023 2022
Interest expense, net $ 21,790  $ 23,158  $ (976)
Derivatives Not Designated as Hedging Instruments:
The Company enters into foreign currency contracts to economically hedge foreign currency remeasurement exposure related to certain balances denominated in currencies other than the functional currency of the Company or its international subsidiaries. Changes in fair value of derivative contracts not designated as hedging instruments are recognized in earnings. As of December 31, 2024 and 2023, the notional amount of foreign currency contracts was $376.4 million and $368.5 million, respectively.
64

PRA Group, Inc.
Notes to Consolidated Financial Statements
The following table summarizes the effects of derivatives not designated as hedging instruments for the years ended December 31, 2024, 2023 and 2022 (amounts in thousands):
Gain/(loss) recognized in income
Derivatives not designated as hedging instruments Income Statement location 2024 2023 2022
Foreign currency contracts Foreign exchange gain/(loss), net $ 5,069  $ (10,330) $ 38,808 
Foreign currency contracts Interest expense, net 549  1,603  (364)
9. Fair Value:
As defined by ASC Topic 820, "Fair Value Measurement and Disclosures" ("ASC 820"), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires the consideration of different input levels in the determination of fair value, as follows:
•Level 1: Quoted prices in active markets for identical assets and liabilities.
•Level 2: Observable inputs other than Level 1 quoted prices, such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
•Level 3: Unobservable inputs that are supported by little or no market activity. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.
Financial instruments not carried at fair value
As of December 31, 2024 and 2023, the carrying amount and estimated fair value of financial instruments not carried at fair value were as follows (amounts in thousands):
2024 2023
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
Financial assets:
Cash and cash equivalents $ 105,938  $ 105,938  $ 112,528  $ 112,528 
Finance receivables, net 4,140,742  3,523,949  3,656,598  3,167,798 
Financial liabilities:
Interest-bearing deposits 163,406  163,406  115,589  115,589 
Revolving credit facilities 1,569,430  1,569,430  1,437,715  1,437,715 
Term loan (1)
470,111  470,111  442,500  442,500 
Senior notes (1)
1,298,000  1,301,244  1,046,000  964,907 
(1)Carrying amounts and estimated fair values do not include debt issuance costs.
The Company uses the following methods and assumptions to estimate the fair value of the above financial instruments:
Cash equivalents: Carrying amount approximates fair value due to the short-term nature of the instruments and the observable quoted prices for identical assets in active markets. Accordingly, the Company uses Level 1 inputs.
Finance receivables, net: The Company estimates the fair value of these receivables using proprietary pricing models that the Company utilizes to make portfolio acquisition decisions. Accordingly, the Company's fair value estimates use Level 3 inputs as there is little observable market data available and management is required to use significant judgment in its estimates.
Interest-bearing deposits: Carrying amount approximates fair value due to the short-term nature of the deposits and the observable quoted prices for similar instruments in active markets. Accordingly, the Company uses Level 2 inputs for its fair value estimates.
65

PRA Group, Inc.
Notes to Consolidated Financial Statements
Revolving credit facilities: Carrying amount approximates fair value due to the short-term nature of the interest rate periods and the observable quoted prices for similar instruments in active markets. Accordingly, the Company uses Level 2 inputs for its fair value estimate.
Term loan: Carrying amount approximates fair value due to the short-term nature of the interest rate periods and the observable quoted prices for similar instruments in active markets. Accordingly, the Company uses Level 2 inputs for its fair value estimate.
Senior notes: Fair value estimates for the Company's senior notes incorporate quoted market prices obtained from secondary market broker quotes, which were derived from a variety of inputs, including client orders, information from their pricing vendors, modeling software and actual trading prices when they occur. Accordingly, the Company uses Level 2 inputs for its fair value estimates.
Financial instruments carried at fair value
As of December 31, 2024 and 2023, financial instruments measured at fair value on a recurring basis were as follows (amounts in thousands):
Fair Value Measurements as of December 31, 2024
Level 1 Level 2 Level 3 Total
Assets:
Government securities $ 55,762  $ —  $ —  $ 55,762 
Derivative contracts (recorded in Other assets) —  10,723  —  10,723 
Liabilities:
Derivative contracts (recorded in Other liabilities) —  4,963  —  4,963 
Fair Value Measurements as of December 31, 2023
Level 1 Level 2 Level 3 Total
Assets:
Government securities $ 59,470  $ —  $ —  $ 59,470 
Derivative contracts (recorded in Other assets) —  22,777  —  22,777 
Liabilities:
Derivative contracts (recorded in Other liabilities) —  20,403  —  20,403 
The Company uses the following methods and assumptions to estimate the fair value of the above financial instruments:
Government securities: Fair value of the Company's investments in government securities is estimated using quoted market prices. Accordingly, the Company uses Level 1 inputs.
Derivative contracts: Fair value of derivative contracts is estimated using industry standard valuation models. These models project future cash flows and discount the future amounts to present value using market-based observable inputs, including interest rate curves and other factors. Accordingly, the Company uses Level 2 inputs for its fair value estimates.
Impairment of real estate
During the year ended December 31, 2023, the Company determined that it would cease call center operations at one of its owned regional offices in the U.S. As a result, the Company recorded an impairment charge of $5.2 million on the associated building and improvements. The impairment was determined by comparing the fair value of the building and improvements to carrying value, as required under ASC Topic 360, "Property, Plant, and Equipment". Fair value was based on an appraisal performed by a third-party specialist, which considered Level 2 inputs in the form of prices paid for comparable properties in the same market.



66

PRA Group, Inc.
Notes to Consolidated Financial Statements
10. Accumulated Other Comprehensive Loss:
Reclassifications out of Accumulated other comprehensive loss for the years ended December 31, 2024 and 2023, were as follows (amounts in thousands):
Gain on cash flow hedges Income Statement account 2024 2023
Interest rate swaps Interest expense, net $ 21,790  $ 23,158 
Income tax effect of item above (1)
Income tax expense/(benefit) (5,265) (1,483)
Total gain on cash flow hedges $ 16,525  $ 21,675 
(1)Income tax effects are released from Accumulated other comprehensive loss contemporaneously with the related gross pretax amount.
Changes in Accumulated other comprehensive loss by component, after tax, for the years ended December 31, 2024, 2023 and 2022 were as follows (amounts in thousands):
Debt Securities Available-for-Sale Cash Flow Hedges Foreign Currency Translation Adjustment
Accumulated Other Comprehensive Loss 1
Balance as of December 31, 2021 $ (221) $ (5,371) $ (261,317) $ (266,909)
Other comprehensive gain/(loss) before reclassifications (16) 32,650 (114,176) (81,542)
Reclassifications, net —  525  —  525 
Net current period other comprehensive gain/(loss) (16) 33,175  (114,176) (81,017)
Balance as of December 31, 2022 $ (237) $ 27,804  $ (375,493) $ (347,926)
Other comprehensive gain before reclassifications 302  468  38,932  39,702 
Reclassifications, net —  (21,675) —  (21,675)
Net current period other comprehensive gain/(loss) 302  (21,207) 38,932  18,027 
Balance as of December 31, 2023 $ 65  $ 6,597  $ (336,561) $ (329,899)
Other comprehensive gain/(loss) before reclassifications 140  12,039  (109,149) (96,970)
Reclassifications, net —  (16,525) —  (16,525)
Net current period other comprehensive gain/(loss) 140  (4,486) (109,149) (113,495)
Balance as of December 31, 2024 $ 205  $ 2,111  $ (445,710) $ (443,394)
(1)Net of deferred taxes for unrealized gains from cash flow hedges of $(0.7) million, $(2.2) million and $(9.2) million for the years ended December 31, 2024, 2023 and 2022, respectively.
11. Share-Based Compensation:
The Company has a stockholder approved Omnibus Incentive Plan (the "Plan") that is intended to assist the Company in attracting and retaining selected individuals to serve as employees and directors who are expected to contribute to the Company's success and achievement of long-term objectives that will benefit the Company's stockholders. The Plan enables the Company to award shares of the Company's common stock to select employees and directors. As of December 31, 2024, there were approximately 2.9 million shares available to be awarded under the Plan.
Total share-based compensation expense was $13.5 million, $11.1 million and $13.0 million for the years ended December 31, 2024, 2023 and 2022, respectively. The Company recognizes all excess tax benefits and tax deficiencies in the income statement when the awards vest or are settled. The total tax benefit/(deficiency) realized from share-based compensation was $(3.2) million, $(1.6) million and $6.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Nonvested shares
As of December 31, 2024, total future compensation expense related to nonvested share grants to individual employees and directors (not including nonvested shares granted under the Long-Term Incentive ("LTI") program discussed below), is estimated to be $13.1 million, with a weighted average remaining life of two years. For most of these grants, the Company assumed a 5.0% forfeiture rate, ratable vesting over one to three years and expense recognition over the vesting period.
67

PRA Group, Inc.
Notes to Consolidated Financial Statements
The following table summarizes nonvested share activity, excluding those issued pursuant to the LTI program, from December 31, 2021 through December 31, 2024 (amounts in thousands, except per share amounts):
Nonvested Shares Outstanding Weighted-Average Price at Grant Date
Balance as of December 31, 2021 510  $ 36.76 
Granted 351  41.64 
Vested (269) 35.41 
Forfeited (36) 40.85 
Balance as of December 31, 2022 556  40.23 
Granted 482  32.90 
Vested (278) 40.14 
Forfeited (208) 41.08 
Balance as of December 31, 2023 552  33.55 
Granted 567  24.48 
Vested (338) 31.21 
Forfeited (43) 27.47 
Balance as of December 31, 2024 738  $ 28.00 
The total grant date fair value of shares vested during the years ended December 31, 2024, 2023 and 2022, excluding those granted under the LTI program, was $10.5 million, $11.2 million and $9.5 million, respectively.
Long-term incentive program
Pursuant to the Plan, the Compensation Committee may grant time-vested and performance-based share awards. All shares granted under the LTI program were granted to key employees of the Company.
The following table summarizes LTI share activity from December 31, 2021 through December 31, 2024 (amounts in thousands, except per share amounts):
Nonvested LTI Shares Outstanding Weighted-Average Price at Grant Date
Balance as of December 31, 2021 407  $ 34.01 
Granted at target level 127  44.90 
Adjustments for actual performance 64  28.28 
Vested (222) 28.28 
Forfeited (21) 40.45 
Balance as of December 31, 2022 355  40.07 
Granted at target level 130  52.55 
Adjustments for actual performance 17  39.04 
Vested (153) 39.47 
Forfeited (191) 46.58 
Balance as of December 31, 2023 158  42.94 
Granted at target level 230  28.78 
Adjustments for actual performance (32) 37.45 
Vested (38) 37.45 
Forfeited (2) 28.78 
Balance as of December 31, 2024 316  $ 33.93 
The total grant date fair value of LTI shares vested during the years ended December 31, 2024, 2023 and 2022, was $1.4 million, $6.0 million and $6.3 million, respectively.
68

PRA Group, Inc.
Notes to Consolidated Financial Statements
As of December 31, 2024, total future compensation expense related to nonvested shares granted under the LTI program, assuming the current estimated performance levels are achieved, is estimated to be $5.3 million. The Company assumed a 5.0% forfeiture rate for these grants, and the remaining shares have a weighted average remaining life of two years as of December 31, 2024.
12. Earnings per Share:
The following table provides a reconciliation between basic and diluted EPS for the years ended December 31, 2024, 2023 and 2022 (amounts in thousands, except per share amounts):
  2024 2023 2022
Net Income Attributable to PRA Group, Inc. Weighted Average Common Shares EPS Net Loss Attributable to PRA Group, Inc. Weighted Average Common Shares EPS Net Income Attributable to PRA Group, Inc. Weighted Average Common Shares EPS
Basic EPS $ 70,601  39,382  $ 1.79  $ (83,477) 39,177  $ (2.13) $ 117,147  39,638  $ 2.96 
Dilutive effect of nonvested share awards —  160  —  —  —  —  —  250  (0.02)
Diluted EPS $ 70,601  39,542  $ 1.79  $ (83,477) 39,177  $ (2.13) $ 117,147  39,888  $ 2.94 
13. Income Taxes:
Income tax expense/(benefit) for the years ended December 31, 2024, 2023 and 2022 was as follows (amounts in thousands):
Federal State International Total
2024
Current tax expense/(benefit) $ (2,169) $ 210  $ 25,129  $ 23,170 
Deferred tax expense/(benefit) 6,250  177  (8,565) (2,138)
Total income tax expense $ 4,081  $ 387  $ 16,564  $ 21,032 
2023
Current tax expense $ 160  $ 1,697  $ 17,953  $ 19,810 
Deferred tax benefit (25,921) (7,956) (2,066) (35,943)
Total income tax expense/(benefit) $ (25,761) $ (6,259) $ 15,887  $ (16,133)
2022
Current tax expense $ 8,797  $ 385  $ 26,998  $ 36,180 
Deferred tax expense/(benefit) (2,848) (386) 3,841  607 
Total income tax expense/(benefit) $ 5,949  $ (1) $ 30,839  $ 36,787 
The following table provides a reconciliation of the Company's expected tax expense/(benefit) at the U.S. statutory federal tax rate to actual tax expense/(benefit) for the years ended December 31, 2024, 2023 and 2022 (amounts in thousands):
2024 2023 2022
Income tax expense/(benefit) at the statutory federal rate $ 23,017  $ (17,406) $ 32,505 
State tax expense/(benefit), net of federal tax benefit 387  (4,886) (18)
Tax impact on international earnings, excluding uncertain tax positions (2,630) 2,058  1,175 
Nondeductible legal settlement expenses —  3,017  — 
Nondeductible compensation 1,181  117  3,025 
Other (923) 967  100 
Total income tax expense/(benefit) $ 21,032  $ (16,133) $ 36,787 
Effective tax rate 19.2  % 19.5  % 23.8  %
69

PRA Group, Inc.
Notes to Consolidated Financial Statements
As of December 31, 2024 and 2023, the components of deferred tax assets and liabilities were as follows (amounts in thousands):
2024 2023
Deferred tax assets:
Net operating loss carryforward 164,070  159,699 
Employee compensation $ 6,758  $ 6,044 
Interest 6,626  11,959 
Lease liability 6,087  8,615 
Other 746  6,315 
Valuation allowance (52,418) (70,245)
Total deferred tax asset 131,869  122,387 
Deferred tax liabilities:
Finance receivable revenue recognition - domestic (22,970) (6,197)
Finance receivable revenue recognition - international (22,116) (31,538)
Deferred income (11,625) (8,230)
Intangible assets and goodwill (6,983) (6,053)
ROU asset (5,314) (7,775)
Foreign exchange - statutory (4,540) (4,951)
Total deferred tax liability (73,548) (64,744)
Net deferred tax asset $ 58,321  $ 57,643 
As of December 31, 2024, $49.9 million of the valuation allowance related to the Company's federal, state and foreign net operating loss carryforwards. The decrease in the valuation allowance from the prior year was primarily due to changes in future income expectations and audit settlements in 2024. The federal net operating loss carryforward has an indefinite carryforward period, while the state and foreign net operating losses generally have a five to 20 year carryforward period and will expire if not utilized.
As of December 31, 2024, the cumulative unremitted earnings of the Company's international subsidiaries were approximately $209.2 million. The Company intends for predominantly all international earnings to be indefinitely reinvested in its international operations; therefore, no deferred tax liabilities were recorded for such unremitted earnings. If international earnings were repatriated or deemed repatriated due to intercompany loans, the Company may need to accrue and pay taxes, although foreign tax credits and exemptions may be available to partially reduce or eliminate income and withholding taxes. Any deemed repatriations from intercompany loans would be expected to have little or no tax impact. It is impracticable to determine the total amount of unrecognized deferred taxes with respect to these indefinitely reinvested earnings.
Unrecognized tax benefits
Aggregate changes in the balance of unrecognized tax benefits for the years ended December 31, 2024, 2023 and 2022 were as follows (amounts in thousands):
2024 2023 2022
Balance as of the beginning of year $ 105,704  $ 101,703  $ 114,294 
Increase related to tax positions taken during a prior year (1)
978  4,001  — 
Decrease related to tax positions taken during a prior year (1)
—  —  (12,591)
Balance as of the end of year $ 106,682  $ 105,704  $ 101,703 
(1)Relates to international transactions and is primarily due to foreign exchange rate fluctuations.
As of December 31, 2024 and 2023, the total amount of after-tax unrecognized tax benefits that, if recognized, would affect the effective tax rate, was $20.7 million and $20.5 million, respectively. As of December 31, 2024 and 2023, the Company had accrued for potential interest and penalties related to unrecognized tax benefits in the amounts of $4.8 million and $3.9 million, respectively.
The Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. The Internal Revenue Service and other tax authorities routinely audit the Company's tax returns, and these audits can involve complex issues that may require an extended period of time to resolve.
70

PRA Group, Inc.
Notes to Consolidated Financial Statements
The Company records income tax liabilities based on estimates of the additional income taxes that may be due upon the conclusion of these audits. Due to the uncertain and complex application of income tax regulations, the ultimate resolution of such audits may result in liabilities that are materially different from those estimates, and the Company records additional income tax expense or income tax benefit in the period in which the matter is resolved.
As of December 31, 2024, tax years under examination in certain international jurisdictions include 2014 and subsequent years. The Company has received tax assessments from the Norwegian Tax Administration related to certain intercompany transactions that took place during the 2014 and 2015 tax years. The Company filed appeals for these assessments and believes that it is more-likely-than-not that its position will be sustained, and therefore, has not recorded tax liabilities in relation to these assessments.
The Company believes that it has sufficient accrued liabilities as of December 31, 2024 for its tax exposures and the related interest expense for all open tax years in each jurisdiction, however, it is reasonably possible that these accruals could increase or decrease during the next 12 months.
14. Commitments and Contingencies:
Forward flow agreements:
The Company enters into forward flow agreements for the purchase of nonperforming loans. These agreements typically have terms ranging from six to 12 months, or they can be open-ended, and establish purchase prices and specific criteria for the accounts to be purchased. Some of the agreements establish a volume reference for the contract term in the form of a target or maximum, however, very few agreements establish a minimum contractual obligation, and many of the contracts contain early termination provisions allowing either party to cancel the agreements in accordance with a specified notice period. The amounts purchased are also dependent on actual delivery by the sellers, and in some cases, the impact of foreign exchange rate fluctuations, and while purchases under these agreements comprise a significant portion of the Company's overall purchases, as of December 31, 2024, the estimated minimum contractual purchase obligation under forward flow agreements was not significant.
Litigation and regulatory matters:
The Company and its subsidiaries are from time to time subject to a variety of legal and regulatory claims, inquiries and proceedings and regulatory matters, most of which are incidental to the ordinary course of its business. The Company initiates lawsuits against customers and is occasionally countersued by them in such actions. Also, customers, either individually, as members of a class action, or through a governmental entity on behalf of customers, may initiate litigation against the Company in which they allege that the Company has violated a law in the process of collecting on an account. From time-to-time, other types of lawsuits are brought against the Company. Additionally, the Company receives subpoenas and other requests or demands for information from regulators or governmental authorities who are investigating the Company's debt collection activities.
The Company accrues for potential liability arising from legal proceedings and regulatory matters when it is probable that such liability has been incurred and the amount of the loss can be reasonably estimated. This determination is based upon currently available information for those proceedings in which the Company is involved, taking into account the Company's best estimate of such losses for those cases for which such estimates can be made. The Company's estimate involves significant judgment, given the varying stages of the proceedings, the number of unresolved issues in many of the proceedings (including issues regarding class certification and the scope of many of the claims) and the related uncertainty of the potential outcomes of these proceedings. In making determinations of the likely outcome of pending litigation, the Company considers many factors, including, but not limited to, the nature of the claim, the Company's experience with similar types of claims, the jurisdiction in which the matter is filed, input from outside legal counsel, the likelihood of resolving the matter through alternative mechanisms, the matter's current status and the damages sought or demands made. Accordingly, the Company's estimate will change from time-to-time, and actual losses could exceed the current estimate.
The Company believes that the estimate of the aggregate range of reasonably possible losses in excess of the amount accrued for its legal proceedings outstanding at December 31, 2024, where the range of loss can be estimated, was not material.
In certain legal proceedings, the Company may have recourse to insurance or third-party contractual indemnities to cover all or portions of its litigation expenses, judgments, or settlements. Loss estimates and accruals for potential liability related to legal proceedings are typically exclusive of potential recoveries, if any, under the Company's insurance policies or third-party indemnities.
71

PRA Group, Inc.
Notes to Consolidated Financial Statements
The matter described below falls outside of the normal parameters of the Company's routine legal proceedings.
Multi-State Investigation
On November 17, 2015, the Company received civil investigative demands from multiple state Attorneys General offices ("AGOs") broadly relating to its U.S. debt collection practices. The Company believes that it has fully cooperated with the investigations and discussed resolution of the investigations with the AGOs. In these discussions, the AGOs have taken positions with which the Company disagrees, including positions related to penalties, restitution and/or the adoption of new practices and controls in the conduct of the Company's business. The Company and the AGOs are in continued negotiations to resolve the matter, and the Company has accrued for the estimated loss on this matter.
Although the Company has settled certain claims with one of the states, it is possible that one or more of the remaining individual state AGOs may file claims against the Company if the Company is unable to resolve its differences with them.
Consumer Financial Protection Bureau ("CFPB") Investigation
In April 2023, Portfolio Recovery Associates, LLC ("LLC"), the Company’s wholly owned subsidiary, entered into an order with the CFPB settling a previously disclosed investigation of certain debt collection practices (the "2023 Order"). As of December 31, 2024, the Company was executing both its redress plan and compliance plan as required by the 2023 Order.
Iris Pounds v. Portfolio Recovery Associates, LLC
The plaintiff filed a putative class action on November 21, 2016, against the Company alleging violations of certain North Carolina statutes pertaining to debt collection practices. The Company executed a settlement agreement for this matter, which was pre-approved by the North Carolina General Court of Justice on January 12, 2024. As of December 31, 2024, the total amount of funds owed by the Company under the settlement agreement had been transferred to a third-party administrator.
Telephone Consumer Protection Act ("TCPA") Litigation
On January 25, 2017, the Company resolved the matter of In Re Portfolio Recovery Associates, LLC Telephone Consumer Protection Act Litigation, which consisted of a number of class actions and single plaintiff claims consolidated by order of the Panel for Multi-District Litigation ("MDL"). The MDL was closed on November 29, 2023, and the individual cases were remanded to their originating jurisdictions for dismissal of the TCPA claims and adjudication or resolution of any non-TCPA claims. As of December 31, 2024, the class action suits had been settled, and there were a small number of individual cases pending resolution.
15. Segments and Geographic Information:
The Company has determined that it is managed on a consolidated basis under a single operating segment; ARM, and accordingly, it has one reportable segment. The ARM segment is comprised of the Company's primary business, Debt Buying and Collection ("DBC"), which generates revenue through the purchase, collection and management of portfolios of nonperforming loans, and Claims Compensation Bureau, LLC ("CCB"), which generates revenue through the purchase of, and provision of fee-based services for, class action claims recoveries in the U.S. In previous years, DBC and CCB were determined to be separate operating segments and aggregated to form the ARM reportable segment. The change to a single operating segment in the current year was primarily due to organizational changes, including further integration of the Company's global operations.
The organization of the Company under a single reportable segment largely reflects the cross-geographic similarities between the Company's primary products and services and its core operational processes of purchasing portfolios of nonperforming loans and collecting on the accounts.
The CODM is the Company’s CEO, who assesses performance based on the Company's consolidated results prepared in accordance with GAAP. The CODM makes resource allocation decisions considering Net income/(loss) attributable to PRA Group, Inc. as reported in the Company’s Consolidated Income Statements. The CODM uses Net income/(loss) attributable to PRA Group, Inc. to review actual results in comparison with budgeted and forecasted results and in deciding how to allocate resources, which may include decisions about employees, properties, operational initiatives and financial and capital resources. Net income/(loss) attributable to PRA Group, Inc. is also used in the performance of peer analysis and as an input in determining management compensation.


72

PRA Group, Inc.
Notes to Consolidated Financial Statements
Segment revenue, significant segment expenses and profit or loss
ARM segment revenue is presented in the Company's Consolidated Income Statements under Total revenues. Significant segment expenses regularly considered by the CODM are those segment expenses most directly related to the Company's revenue generating activities and are presented in the Company's Consolidated Income Statements, consisting of, Compensation and benefits, Legal collection fees, Legal collection costs, Agency fees, Professional and outside services and Communication. All other operating expenses appearing in the Consolidated Income Statements constitute other segment items. ARM segment profit or loss is presented in the Company's Consolidated Income Statements under Net Income/(loss) attributable to PRA Group, Inc.
Segment assets
ARM segment assets are presented in the Company's Consolidated Balance Sheets under Total assets.
Other significant segment items
Other significant segment items not presented in the Company's Consolidated Income Statements or Consolidated Balance Sheets for the years ended December 31, 2024, 2023 and 2022 were as follows (amounts in thousands):
2024 2023 2022
Interest expense $ 238,568  $ 194,667  $ 132,905 
Interest income 9,301  12,943  2,228 
Depreciation and amortization 10,792  13,376  15,243 
Purchases of property and equipment, net 4,045  2,887  13,251 
Equity method investment (year-end) 8,694  10,483  8,762 
Revenues and long-lived assets by geographical location
Revenues for the years ended December 31, 2024, 2023 and 2022, and long-lived assets held as of December 31, 2024 and 2023, by geographic area in which the Company operates, were as follows (amounts in thousands):
2024 2023 2022 2024 2023
Revenues (2)
Long-Lived Assets (3)
United States $ 593,928  $ 358,251  $ 520,747  $ 43,068  $ 58,452 
United Kingdom 161,905  119,963  181,725  9,957  11,377 
Brazil 103,933  95,556  36,412  10 
Other (1)
254,758  228,784  227,640  8,636  12,495 
Total $ 1,114,524  $ 802,554  $ 966,524  $ 61,671  $ 82,327 
(1)None of the countries included in Other comprise greater than 10% of the Company's consolidated revenues or long-lived assets.
(2)Based on the Company’s financial statement information used to produce the Company's general-purpose financial statements, it is impracticable to report further breakdowns of revenues from external customers.
(3)Long-lived assets are comprised of Property and equipment, net and ROU assets.
16. Retirement Plans:
The Company sponsors defined contribution plans, primarily in the U.S. and Europe. The U.S. plan is organized as a 401(k) plan under which all employees over 18 years of age are eligible to make voluntary contributions to the plan up to 100% of their compensation, subject to IRS limitations, after completing one month of service, as defined in the plan. The Company makes matching contributions of up to 4% of an employee's salary after six months of service. For the defined contribution plans in Europe, the Company pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. Total compensation expense related to the Company's contributions was $7.5 million, $7.2 million and $7.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.
73

PRA Group, Inc.
Notes to Consolidated Financial Statements
17. Subsequent Event:
On January 2, 2025, the Company exercised its right to sell its remaining 11.7% interest in RCB. In addition to the required regulatory communications in Brazil, the necessary independent verifications required to finalize the sale are in progress and will require the approval of RCB’s shareholders. Considering the status of the pending contractual obligations, the Company expects completion of the sale will occur prior to June 30, 2025. There are uncertainties with respect to the timing and amount of proceeds the Company will receive, however, subject to any further price adjustments to the Brazilian Real-denominated proceeds and variability from foreign exchange rate fluctuations, considering currently available information, the Company expects it will record an estimated net after-tax gain of approximately $25.0 million upon completion of the sale.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-K. Based on this evaluation, the principal executive officer and principal financial officer have concluded that, as of December 31, 2024, our disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining effective internal control over financial reporting. Internal control over financial reporting is defined in Exchange Act Rules 13a-15(f) and 15d-15(f) as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on its assessment under this framework, management has determined that our internal control over financial reporting was effective as of December 31, 2024. Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on the effectiveness of our internal control over financial reporting as of December 31, 2024, which is included herein.
Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

75


Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of PRA Group, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited PRA Group, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, PRA Group, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated income statements, statements of comprehensive income, statements of changes in equity and statements of cash flows for each of the three years in the period ended December 31, 2024, and the related notes, and our report dated February 27, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
Richmond, Virginia
February 27, 2025
76


Item 9B. Other Information.
None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or non-rule 10b5-1 trading arrangement during the three months ended December 31, 2024.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by Item 10, other than the information set forth in the next paragraph of this Item 10, is incorporated herein by reference to the sections labeled "Executive Officers," "Security Ownership," "Corporate Governance – Board Committees," "Proposal 1: Election of Directors" and "Corporate Governance – Code of Conduct," in our definitive Proxy Statement for use in connection with the Company's 2025 Annual Meeting of Stockholders (the "Proxy Statement").
We have an insider trading policy that governs the purchase, sale and other dispositions of our securities by our directors, officers, employees and other covered persons. We believe that our policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. In addition, with respect to the Company’s trading in its own securities, it is our policy to comply with federal securities laws and any other applicable rules or regulations. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 11. Executive Compensation.
The information required by Item 11 is incorporated herein by reference to the sections labeled "Compensation Discussion and Analysis," "Compensation Tables and Information," "Corporate Governance – Director Compensation" and "Compensation Committee Report" in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners And Management And Related Stockholder Matters.
The information required by Item 12 is incorporated herein by reference to the section labeled "Security Ownership" and "Compensation Tables and Information – Securities Authorized for Issuance Under Equity Compensation Plan" in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by Item 13 is incorporated herein by reference to the sections labeled "Corporate Governance –Policy for Approval of Related Party Transactions" and "Corporate Governance – Director Independence" in the Proxy Statement.
Item 14. Principal Accountant Fees and Services.
Our independent registered public accounting firm for the year ended December 31, 2024 is Ernst & Young LLP, Richmond, VA, Auditor Firm ID: 42.
The information required by Item 14 is incorporated herein by reference to the section labeled "Fees Paid to Independent Registered Accounting Firms" and "Audit Committee Pre-Approval Policies and Procedures" in the Proxy Statement.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a)Financial Statements.
77


The following financial statements are included in Item 8 of this Form 10-K:
(b)Exhibits.
78


101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Denotes management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate.
Item 16. Form 10-K Summary.
None.
79


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PRA Group, Inc.
(Registrant)
February 27, 2025 By: /s/ Vikram A. Atal
Vikram A. Atal
President and Chief Executive Officer
(Principal Executive Officer)
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned whose signature appears below constitutes and appoints each of Vikram A. Atal and Rakesh Sehgal, his true and lawful attorneys-in-fact, with full power of substitution and resubstitution for him and on his behalf, and in his name, place and stead, in any and all capacities to execute and sign any and all amendments or post-effective amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof and the registrant hereby confers like authority on its behalf.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
February 27, 2025 By: /s/ Vikram A. Atal
Vikram A. Atal
President, Chief Executive Officer and Director
(Principal Executive Officer)
February 27, 2025 By: /s/ Rakesh Sehgal
Rakesh Sehgal
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
80


February 27, 2025 By: /s/ Steven D. Fredrickson
Steven D. Fredrickson
Director
February 27, 2025 By: /s/ Adrian M. Butler
Adrian M. Butler
Director
February 27, 2025 By: /s/ Marjorie M. Connelly
Marjorie M. Connelly
Director
February 27, 2025 By: /s/ Jayne-Anne Gadhia
Jayne-Anne Gadhia
Director
February 27, 2025 By: /s/ Glenn P. Marino
Glenn P. Marino
Director
February 27, 2025 By: /s/ Geir L. Olsen
Geir L. Olsen
Director
February 27, 2025 By: /s/ Brett L. Paschke
Brett L. Paschke
Director
February 27, 2025 By: /s/ Scott M. Tabakin
Scott M. Tabakin
Director
February 27, 2025 By: /s/ Peggy P. Turner
Peggy P. Turner
Director
February 27, 2025 By: /s/ Lance L. Weaver
Lance L. Weaver
Director

81
EX-10.10 2 exhibit1010praexecutivesev.htm EX-10.10 Document

Exhibit 10.10              PRA Group, Inc.
Executive Severance Plan

ARTICLE I PURPOSE
This PRA Group, Inc. Executive Severance Plan has been established on [DATE] (the “Effective Date”) to provide Participants with the opportunity to receive severance benefits in the event of certain terminations of employment. The purpose of this Executive Severance Plan, which is intended to be a top hat welfare benefit plan under ERISA, is to attract and retain qualified executives.

Capitalized terms used but not otherwise defined herein have the meanings set forth in ARTICLE II.

ARTICLE II DEFINITIONS

“ACA” has the meaning set forth in Section 4.01(c).

“Administrator” means the Compensation Committee of the Board, or any committee duly authorized by the Board to administer the Plan.

“Board” means the Board of Directors of the Company and, after a Change in Control, the “board of directors” of the Parent Corporation or Surviving Corporation.

“Cause” means:

(a)the Participant's willful failure to perform his or her duties (other than any such failure resulting from incapacity due to physical or mental illness);

(b)the Participant's willful failure to comply with any valid and legal directive of the Board or the person to whom the Participant reports;

(c)the Participant's engagement in dishonesty, illegal conduct or misconduct, which is, in each case, materially injurious (financially or reputationally) to the Company or its affiliates;
(d)the Participant's embezzlement, misappropriation or fraud, whether or not related to the Participant's employment with the Company;

(e)the Participant's conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs the Participant's ability to perform services for the Company, or results in material reputational or financial harm to the Company or its affiliates;

(f)the Participant's material violation of the Company's written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct; or
(g)the Participant's engagement in conduct that brings or is reasonably likely to bring the Company negative publicity or into public disgrace, embarrassment, or disrepute.





For purposes of this definition, no act or failure to act on the part of the Participant shall be considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant's action or omission was in the best interests of the Company.
“Change in Control” means the occurrence and actual consummation of either paragraph (a), (b), or (c) below or any combination of said event(s), in each case as more fully defined in Section 409A and related Treasury Regulations:

(a)Change of Ownership of the Company. A change of ownership of the Company occurs on the date that any one person or persons acting as a group acquires ownership of the stock of the Company, that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company or of any corporation that owns at least fifty percent (50%) of the total fair market value and total voting power of the Company;

(b)Effective Change of Control. If the Company does not qualify under paragraph (a), above, then it may still meet the definition of Change of Control, on the date that either: (i) any one person, or more than one person, acting as a group acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company; or (ii) a majority of the members of the Board are replaced during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or

(c)Change in Ownership of Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets occurs on the date that any person, or more than one person acting as a group, acquires or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons assets from the Company that have a total fair market value equal to more than sixty-five percent (65%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.
“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

“Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code shall be deemed to include a reference to any regulations promulgated thereunder.
“Company” means PRA Group, Inc., a Delaware corporation, and any successor thereto. “Compensation Committee” means the Compensation Committee of the Board.
“Disability” means long-term disability under the terms of the Corporation’s long-term disability plan, as then in effect.

“Effective Date” has the meaning set forth in Article I.

“Eligible Employee” means any full-time employee of the Company whose title is EVP, SVP or VP (or equivalent levels) and who is recommended by the Company’s chief executive officer to the Administrator as a key executive who should be eligible to participate in the Plan. Eligible Employees shall be limited to a select group of management or highly compensated employees within the meaning of Sections 201, 301, and 404 of ERISA.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “Exchange Act” means the Securities and Exchange Act of 1934, as amended. “Participant” has the meaning set forth in Section 3.01.
“Participation Agreement” means the latest participation agreement delivered by the Company to a Participant informing the Eligible Employee of the Eligible Employee's participation in the Plan.
“Person” has the meaning ascribed to it in Section 13(d)(3) of the Exchange Act.

“Plan” means this PRA Group, Inc. Executive Severance Plan, as may be amended and/or restated from time to time.

“Pro-Rata Bonus” has the meaning set forth in Section 4.01(a) and Section 4.01(b).
“Qualifying Termination” means the termination of a Participant's employment by the Company without Cause. Termination of the Participant’s employment on account of death or Disability shall not be treated as a Qualifying Termination.

“Release” has the meaning set forth in Section 6.01(c).

“Severance” has the meaning set forth in Section 4.01(a) and Section 4.01(b).

“Specified Employee Payment Date” has the meaning set forth in Section 9.14(b).

ARTICLE III PARTICIPATION
Section 3.01    Participants. Each Eligible Employee of the Company who (a) is approved by the Administrator to participate in the Plan and (b) executes and returns a Participation Agreement to the Company in accordance with the terms of the Participation Agreement, shall be a “Participant” in the Plan. Participation in the Plan may change as outlined in the Participation Agreement and removal from the Plan shall not constitute a Qualifying Termination.

ARTICLE IV SEVERANCE

Section 4.01    Severance. If a Participant experiences a Qualifying Termination, then, subject to ARTICLE VI, the Company will provide the Participant with the following:



(a)Severance, up to 24 months after a change in control event, in an amount equal to the sum of:



(i).the multiple, as described in Appendix A, of the Participant's annual base salary in effect immediately prior to the date of the Qualifying Termination,
(ii).the multiple, as described in Appendix A, of the Participant's target annual cash bonus for the year in which the Qualifying Termination occurs,
(iii).a pro-rata bonus for the year in which the Qualifying Termination occurs, and

(iv).the multiple, as described in Appendix A, of the monthly COBRA premium amount based on the Participant’s benefit elections as of the date of the Qualifying
Termination for the Participant and the Participant’s eligible dependents (not grossed up for taxes) (collectively, “Severance”).

Subject to Section 9.14, Severance will be payable in equal bi-weekly installments over an 18-month period (24-month period for the CEO) following the termination date, commencing no later than the Company's first payroll date that follows the 60th day following the Qualifying Termination.
(b)Severance, outside of a change in control, in an amount equal to the sum of:

(i).the multiple, as described in Appendix A, of the Participant's annual base salary in effect immediately prior to the date of the Qualifying Termination,
(ii).the multiple, as described in Appendix A, of the Participant's target annual cash bonus for the year in which the Qualifying Termination occurs,

(iii).a pro-rata bonus for the year in which the Qualifying Termination occurs, and

(iv).the multiple, as described in Appendix A, of the monthly COBRA premium amount based on the Participant’s benefit elections as of the date of the Qualifying
Termination for the Participant and the Participant’s eligible dependents (not grossed up for taxes) (collectively, “Severance”).
Subject to Section 9.14, Severance will be payable in equal bi-weekly installments over a 12-month period (18-month period for the CEO) following the termination date, commencing no later than the Company's first payroll date that follows the 60th day following the Qualifying Termination.
(c)Notwithstanding the foregoing, if the Company's Severance payment under this Section
4.01 would violate the nondiscrimination rules for self-insured health plans under Section 105(h) of the Code or would result in the imposition of penalties under the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, and the related regulations and guidance promulgated thereunder (the “ACA”), the Company shall reform this Section 4.01 in a manner as is necessary to comply with the ACA or shall otherwise adjust or cease such payments to avoid violation of such nondiscrimination rules.

ARTICLE V EQUITY AWARDS





Section 5.01    Equity Awards. The Plan does not affect the terms of any outstanding equity awards. The treatment of any outstanding equity awards shall be determined in accordance with the terms of the Company’s equity plan(s) under which they were granted and any applicable award agreements.

ARTICLE VI CONDITIONS
Section 6.01    Conditions A Participant's entitlement to any severance benefits under ARTICLE IV will be subject to:
(a)the Participant executing and delivering to the Company a Participation Agreement in accordance with the terms thereof and such Participation Agreement is in effect as of the date of termination;

(b)the Participant experiencing a Qualifying Termination; and

(c)the Participant executing a release of claims in favor of the Company, its affiliates and their respective current and former officers, directors, and employees, and containing other standard terms, in a form provided by the Company (the “Release”) and such Release becoming effective and irrevocable within 60 days following the Participant's Qualifying Termination.

ARTICLE VII CLAIMS PROCEDURES

Section 7.01    Initial Claims. A Participant who believes he or she is entitled to a payment under the Plan that has not been received may submit a written claim for benefits to the Administrator within 90 days after the later of Participant's Qualifying Termination or the applicable payment is due under the Plan. Claims should be addressed and sent to:

General Counsel, PRA Group, Inc.
150 Corporate Boulevard
Norfolk, VA 23502

If the Participant's claim is denied, in whole or in part, the Participant will be furnished with written notice of the denial within 90 days after the Administrator's receipt of the Participant's written claim, unless special circumstances require an extension of up to an additional 90 days for processing the claim. If such an extension of time is required, written notice of the extension will be furnished to the Participant before the termination of the initial 90-day period and will describe the special circumstances requiring the extension, and the date on which a decision is expected to be rendered; and the decision will be made no later than 180 days after the Administrator's receipt of the Participant's written claim.

Written notice of the denial of the Participant's claim will contain the following information:

(a)the specific reason(s) for the denial of the Participant's claim;

(b)references to the specific Plan provisions on which the denial of the Participant's claim was based;





(c)a description of any additional information or material required by the Administrator to reconsider the Participant's claim (to the extent applicable) and an explanation of why such material or information is necessary; and

(d)a description of the Plan's review procedures and time limits applicable to such procedures, including a statement of the Participant's right to bring a civil action under Section 502(a) of ERISA following a benefit claim denial on review.
Section 7.02 Appeal of Denied Claims. If the Participant's claim is denied and the Participant wishes to submit a request for a review of the denied claim, the Participant or the Participant’s authorized representative must follow the procedures described below:

(a)Upon receipt of the denied claim, the Participant (or his or her authorized representative) may file a request for review of the claim in writing with the Administrator. This request for review must be filed no later than 60 days after the Participant has received written notification of the denial.

(b)The Participant has the right to submit in writing to the Administrator any comments, documents, records or other information relating to his or her claim for benefits.

(c)The Participant has the right to be provided with, upon request and free of charge, reasonable access to and copies of all pertinent documents, records and other information that is relevant to his or her claim for benefits.

(d)The review of the denied claim will take into account all comments, documents, records and other information that the Participant submitted relating to his or her claim, without regard to whether such information was submitted or considered in the initial denial of his or her claim.
Section 7.03    Administrator's Response to Appeal. The Administrator will provide the Participant with written notice of its decision within 60 days after the Administrator's receipt of the Participant's written claim for review. There may be special circumstances which require an extension of this 60-day period. In any such case, the Administrator will notify the Participant in writing within the 60- day period and the final decision will be made no later than 120 days after the Administrator's receipt of the Participant's written claim for review. The Administrator's decision on the Participant's claim for review will be communicated to the Participant in writing and will clearly state:

(a)the specific reason or reasons for the denial of the Participant's claim;
(b)reference to the specific Plan provisions on which the denial of the Participant's claim is based;

(c)a statement that the Participant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, the Plan and all documents, records, and other information relevant to his or her claim for benefits;
(d)a statement describing any voluntary appeals procedures and a statement describing the Participant’s right to obtain information on such procedures; and

(e)a statement describing the Participant's right to bring an action under Section 502(a) of ERISA in accordance with Section 7.05.



Section 7.04    Exhaustion of Administrative Remedies. The exhaustion of these claims procedures is mandatory for resolving every claim and dispute arising under the Plan. As to such claims and disputes:

(a)no claimant shall be permitted to commence any legal action to recover benefits or to enforce or clarify rights under the Plan under Section 502 or Section 510 of ERISA or under any other provision of law, whether or not statutory, until these claims procedures have been exhausted in their entirety; and
(b)in any such legal action, all explicit and implicit determinations by the Administrator (including, but not limited to, determinations as to whether the claim, or a request for a review of a denied claim, was timely filed) shall be afforded the maximum deference permitted by law.
Except as otherwise required by law, in the event of a final denial of a claim for benefits under the Plan, an action to recover denied benefits must be brought within one (1) year from the date of the final denial.

Section 7.05    Attorney's Fees. The Company and each Participant shall bear their own attorneys' fees incurred in connection with any disputes between them arising out of or related to the Plan.

ARTICLE VIII
ADMINISTRATION, AMENDMENT AND TERMINATION

Section 8.01    Administration. The Administrator has the exclusive right, power and authority, in its sole and absolute discretion, to administer and interpret the Plan. The Administrator has all powers reasonably necessary to carry out its responsibilities under the Plan including (but not limited to) the sole and absolute discretionary authority to:

(a)administer the Plan according to its terms and to interpret Plan provisions;

(b)resolve and clarify inconsistencies, ambiguities, and omissions in the Plan and among and between the Plan and other related documents;
(c)take all actions and make all decisions regarding questions of eligibility and entitlement to benefits, and benefit amounts;
(d)make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan;
(e)process and approve or deny all claims for benefits and appeals; and

(f)decide or resolve any and all questions, including benefit entitlement determinations and interpretations of the Plan, as may arise in connection with the Plan.

The decision of the Administrator on any disputes arising under the Plan, including (but not limited to) questions of construction, interpretation and administration shall be final, conclusive and binding on all persons having an interest in or under the Plan. Any determination made by the Administrator shall be given deference in the event the determination is subject to judicial review and shall be overturned by a court of law only if it is arbitrary and capricious.
Section 8.02 Amendment and Termination. The Company reserves the right to amend or terminate the Plan at any time with at least six month’s written notice to the Participants; provided that no such amendment or termination that has the effect of reducing or diminishing the right of any Participant will be effective without the written consent of such Participant.



ARTICLE IX GENERAL PROVISIONS
Section 9.01    At-Will Employment. The Plan does not alter the status of each Participant as an at-will employee of the Company. Nothing contained herein shall be deemed to give any Participant the right to remain employed by the Company or to interfere with the rights of the Company to terminate, or make changes to the terms and conditions related to, the employment of any Participant at any time, with or without Cause.

Section 9.02    Effect on Other Plans, Agreements, and Benefits.

(a)Any severance benefits payable to a Participant under the Plan will be in lieu of and not in addition to any severance benefits to which the Participant would otherwise be entitled under any general severance policy or severance plan maintained by the Company (unless the policy or plan expressly provides for severance benefits to be in addition to those provided under the Plan). If there is an agreement between the Participant and the Company that provides for severance benefits, the Participant will not be entitled to benefits under the Plan (unless the agreement expressly provides for severance benefits to be in addition to those provided under the Plan). Severance benefits payable to a Participant under the Plan will be reduced by any severance benefits to which the Participant is entitled by operation of a statute or government regulations.

(b)Any severance benefits payable to a Participant under the Plan will not be counted as compensation for purposes of determining benefits under any other benefit policies or plans of the Company, except to the extent expressly provided therein.
Section 9.03    Mitigation and Offset. If a Participant obtains other employment after a Qualifying Termination, such other employment will not affect the Participant's rights or the Company's obligations under the Plan.

Section 9.04    Severability. The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan. If any provision of the Plan is held by a court of competent jurisdiction to be illegal, invalid, void or unenforceable, such provision shall be deemed modified, amended and narrowed to the extent necessary to render such provision legal, valid, and enforceable, and the other remaining provisions of the Plan shall not be affected but shall remain in full force and effect.

Section 9.05    Headings and Subheadings. Headings and subheadings contained in the Plan are intended solely for convenience and no provision of the Plan is to be construed by reference to the heading or subheading of any section or paragraph.

Section 9.06    Unfunded Obligations. The amounts to be paid to Participants under the Plan are unfunded obligations of the Company. The Company is not required to segregate any monies or other assets from its general funds with respect to these obligations. Participants shall not have any preference or security interest in any assets of the Company other than as a general unsecured creditor.

Section 9.07 ERISA; Top Hat Status. The Plan is intended to be an unfunded employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) for a select group of management or highly compensated employees and thereby exempt from the reporting and disclosure provisions of Part 1 of Title I of ERISA as provided in the exemption in Department of Labor regulations section 2520.104-



24. The Plan is intended to be and shall be administered as a welfare benefit plan under section 3(1) of ERISA. The Plan is not intended to be a pension plan under section 3(2)(A) of ERISA and shall be maintained and administered so as to not constitute a pension plan, as it is intended to qualify for the severance pay plan exception thereto in Department of Labor regulations section 2510.3-2(b).
Section 9.08    Successors. The Plan will be binding upon any successor to the Company, its assets, its businesses or its interest, in the same manner and to the same extent that the Company would be obligated under the Plan if no succession had taken place. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by the Plan, the Company shall require any successor to the Company to expressly and unconditionally assume the Plan in writing and honor the obligations of the Company hereunder, in the same manner and to the same extent that the Company would be required to perform if no succession had taken place. All payments and benefits that become due to a Participant under the Plan will inure to the benefit of his or her heirs, assigns, designees, or legal representatives.

Section 9.09    Transfer and Assignment. Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge, anticipate or otherwise encumber, transfer, hypothecate or convey any amounts payable under the Plan prior to the date that such amounts are paid, except that, in the case of a Participant's death, such amounts shall be paid to the Participant's beneficiaries.

Section 9.10 Waiver. Any party's failure to enforce any provision or provisions of the Plan will not in any way be construed as a waiver of any such provision or provisions, nor prevent any party from thereafter enforcing each and every other provision of the Plan.
Section 9.11    Governing Law. To the extent not pre-empted by federal law, the Plan shall be construed in accordance with and governed by the laws of Virginia without regard to conflicts of law principles. Any action or proceeding to enforce the provisions of the Plan will be brought only in a state or federal court located in the state of Virginia, county of Norfolk, and each party consents to the venue and jurisdiction of such court. The parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

Section 9.12    Clawback. Any amounts payable under the Plan are subject to any policy (whether in existence as of the Effective Date or later adopted) established by the Company providing for clawback or recovery of amounts that were paid to the Participant. The Company will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation.
Section 9.13    Taxes and Withholding. The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation. Participants are solely responsible and liable for the satisfaction of any taxes that may arise with respect to the benefits under the Plan, except to the extent otherwise specifically provided in this Plan or in another written agreement with the Employer.

Section 9.14    Section 409A.



(a)The Plan is intended to comply with or be exempt from Section 409A of the Code and the regulations and guidance issued thereunder (“Section 409A”) and shall be construed and administered consistent with this intent. Notwithstanding any other provision of the Plan, payments provided under the Plan may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under the Plan that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under the Plan shall be treated as a separate payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a “Separation from Service” within the meaning of Section 409A and, for purposes of any such provision of this Plan, references to a “termination,” “termination of employment,” “separation from service” or like terms shall mean Separation from Service. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under the Plan comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by a Participant on account of non-compliance with Section 409A.

(b)Notwithstanding any other provision of the Plan, if any payment or benefit provided to a Participant in connection with his or her Qualifying Termination is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Participant is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i) of the Code, then such payment or benefit shall not be paid until the first payroll date to occur following the six- month anniversary of the Qualifying Termination or, if earlier, on the Participant's death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Participant in a lump sum (without interest) on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. Notwithstanding any other provision of the Plan, if any payment or benefit is conditioned on the Participant's execution of a Release, the first payment shall include all amounts that would otherwise have been paid to the Participant during the period beginning on the date of the Qualifying Termination and ending on the payment date if no delay had been imposed.

(c)To the extent required by Section 409A of the Code, each reimbursement or in-kind benefit provided under the Plan shall be provided in accordance with the following: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (ii) any right to reimbursements or in-kind benefits under the Plan shall not be subject to liquidation or exchange for another benefit; and (iii) taxable benefits and reimbursements payable to a Participant under the Plan shall be paid to the Participant no later than the last day of the calendar year following the year in which the underlying expense was incurred by the Participant.
Section 9.15    Taxes and Withholding. Adjustment of Certain Payments and Benefits. Notwithstanding any provision of this Plan to the contrary, if any payment or benefit to be paid or provided hereunder or under any other plan or agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits to be paid or provided hereunder shall be
reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payments and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes).



The determination of whether any reduction in such payments or benefits to be provided hereunder is required pursuant to the preceding sentence shall be made at the expense of the Company, if requested by the Participant or the Company, by the Company’s independent accountants or a nationally recognized law firm chosen by the Company. The fact that the Participant’s right to payments or benefits may be reduced by reason of the limitations contained in this Section shall not of itself limit or otherwise affect any other rights of the Participant under this Plan. In the event that any payment or benefit intended to be provided hereunder is required to be reduced pursuant to this Section, then the reduction will be made in accordance with Section 409A and will occur in the following order: (a) first, by reducing any cash payments with the last scheduled payment reduced first; (b) second, by reducing any equity-based benefits that are included at full value under Q&A-24(a) of the Treasury Regulations promulgated under Section 280G of the Internal Revenue Code (the “280G Regulations”), with the highest value reduced first; (c) third, by reducing any equity-based benefits included on an acceleration value under Q&A-24(b) or 24(c) of the 280G Regulations, with the highest value reduced first; and (d) fourth, by reducing any non-cash, non-equity based benefits, with the latest scheduled benefit reduced first. Such payments or
benefits shall be reduced in a manner that maximizes the Participant’s economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.



APPENDIX A
Severance, up to 24 months after a Change in Control event

Eligible Employee/Group
Annual Base Salary Multiple
Annual Cash Bonus Multiple
COBRA
Premium
CEO
two times
two times
24 months
EVP or equivalent
one and one half times
one and one half times
18 months
SVP or equivalent
one and one half times
NA
18 months
VP or equivalent
one times
NA
12 months


Severance Outside of a Change in Control

Eligible Employee/Group
Annual Base Salary Multiple
Annual Cash Bonus Multiple
COBRA
Premium
CEO
one and one half times
one and one half times
18 months
EVP or equivalent
one times
one times
12 months
SVP or equivalent
one times
NA
12 months
VP or equivalent
one-half times
NA
6 months


EX-10.14 3 exhibit1014truist_pra-seco.htm EX-10.14 Document
Exhibit 10.14        EXECUTION VERSION
Published CUSIP Number for Domestic Revolving Loans: C7078HAB7
Published CUSIP Number for Term Loans: C7078HAC5
Published CUSIP Number for Canadian Revolving Loans: C7078HAD3
SECOND AMENDED AND RESTATED
CREDIT AGREEMENT
Dated as of October 28, 2024
among
PRA GROUP, INC.
as a Borrower and a Guarantor,
PRA GROUP CANADA INC.,
as a Borrower
and
A DESIGNATED SUBSIDIARY OF PRA GROUP, INC.
from time to time party hereto as a Borrower,
THE DOMESTIC SUBSIDIARIES OF PRA GROUP, INC.,
as the Guarantors,
THE CANADIAN SUBSIDIARIES OF PRA GROUP CANADA INC.,
as Canadian Guarantors,
TRUIST BANK,
as Administrative Agent, Swing Line Lender and an L/C Issuer,
BANK OF AMERICA, N.A.
MUFG BANK, LTD. f/k/a THE BANK OF TOKYO MITSUBISHI UFJ, LTD.
FIFTH THIRD BANK,
CAPITAL ONE, N.A.,
DNB MARKETS, INC.,
CITIZENS BANK, N.A.,
REGIONS BANK,
and
KEYBANK, NATIONAL ASSOCIATION,
as Co-Syndication Agents
and
THE OTHER LENDERS PARTY HERETO
TRUIST SECURITIES INC., BOFA SECURITIES, INC., MUFG BANK, LTD. f/k/a THE BANK OF TOKYO MITSUBISHI UFJ, LTD. FIFTH THIRD BANK, CAPITAL ONE, N.A., DNB MARKETS, INC., CITIZENS BANK, N.A., REGIONS BANK, and KEYBANK, NATIONAL ASSOCIATION as Joint Lead Arrangers and Joint Bookrunners ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1
770954218


TABLE OF CONTENTS
1.01    Defined Terms.    1
1.02    Other Interpretive Provisions.    50
1.03    Accounting Terms.    52
1.04    Rounding.    52
1.05    Exchange Rates; Currency Equivalents.    53
1.06    Reserved.    53
1.07    Rates; Licensing.    53
1.08    Times of Day.    54
1.09    Letter of Credit Amounts.    54
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS    54
2.01    Commitments.    54
2.02    Borrowings, Conversions and Continuations of Loans.    56
2.03    Letters of Credit.    62
2.04    Swing Line Loans.    71
2.05    Prepayments.    73
2.06    Termination or Reduction of Revolving Commitments.    77
2.07    Repayment of Loans.    78
2.08    Interest.    79
2.09    Fees.    81
2.10    Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate    81
2.11    Evidence of Debt.    82
2.12    Payments Generally; Administrative Agent’s Clawback.    82
2.13    Sharing of Payments by Lenders.    84
2.14    Cash Collateral.    85
2.15    Defaulting Lenders.    86
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY    88
3.01    Taxes.    88
3.02    Illegality.    92
3.03    Inability to Determine Rates.    93
3.04    Increased Costs.    97
3.05    Compensation for Losses.    98
3.06    Mitigation Obligations; Replacement of Lenders.    99
3.07    Survival.    99
ARTICLE IV GUARANTY    99
4.01    The Guaranty.    99
4.02    Obligations Unconditional.    100
4.03    Reinstatement.    102
4.04    Certain Additional Waivers.    103
4.05    Remedies.    103
4.06    Rights of Contribution.    103
4.07    Guarantee of Payment; Continuing Guarantee.    104
4.08    Keepwell.    104
4.09    Appointment of PRA.    104
ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS    105
5.01    Conditions of Initial Credit Extension.    105
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5.02    Conditions to all Credit Extensions.    107
ARTICLE VI REPRESENTATIONS AND WARRANTIES    108
6.01    Existence, Qualification and Power.    108
6.02    Authorization; No Contravention.    108
6.03    Governmental Authorization; Other Consents.    108
6.04    Binding Effect.    108
6.05    Financial Statements; No Material Adverse Effect.    109
6.06    Litigation.    109
6.07    No Default.    119
6.08    Ownership of Property; Liens.    110
6.09    Environmental Compliance.    110
6.10    Insurance.    111
6.11    Taxes.    111
6.12    ERISA Compliance and Canadian Pension Plans.    111
6.13    Subsidiaries.    112
6.14    Margin Regulations; Investment Company Act.    112
6.15    Disclosure.    112
6.16    Compliance with Laws.    113
6.17    Intellectual Property; Licenses, Etc.    113
6.18    Solvency.    113
6.19    Perfection of Security Interests in the Collateral.    113
6.20    Business Locations.    114
6.21    Labor Matters.    114
6.22    OFAC; Anti-Corruption Laws; Anti-Money Laundering Laws.    114
6.23    Canadian Borrower.    114
6.24    Affected Financial Institution.    115
6.25    Covered Entity.    115
ARTICLE VII AFFIRMATIVE COVENANTS    115
7.01    Financial Statements.    115
7.02    Certificates; Other Information.    116
7.03    Notices.    118
7.04    Payment of Obligations.    118
7.05    Preservation of Existence, Etc.    119
7.06    Maintenance of Properties.    119
7.07    Maintenance of Insurance.    119
7.08    Compliance with Laws.    119
7.09    Books and Records.    119
7.10    Inspection Rights.    120
7.11    Use of Proceeds.    120
7.12    Additional Subsidiaries.    120
7.13    ERISA Compliance.    121
7.14    Pledged Assets.    121
7.15    Post-Closing Obligations.    122

ARTICLE VIII NEGATIVE COVENANTS    122
8.01    Liens.    122
8.02    Investments.    125
8.03    Indebtedness.    127

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8.04    Fundamental Changes.    129
8.05    Dispositions.    130
8.06    Restricted Payments.    131
8.07    Change in Nature of Business.    133
8.08    Transactions with Affiliates.    133
8.09    Burdensome Agreements.    134
8.10    Use of Proceeds.    134
8.11    Financial Covenants.    135
8.12    Capital Expenditures.    135
8.13    Prepayment of Other Indebtedness, Etc.    135
8.14    Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.    135
8.15    Ownership of Subsidiaries.    135
8.16    Foreign Assets Control Regulations.    136
8.17    Sanctions.    136
8.18    Anti-Corruption Laws.    136
8.19    Canadian Pension Plans    136
ARTICLE IX EVENTS OF DEFAULT AND REMEDIES    137
9.01    Events of Default.    137
9.02    Remedies Upon Event of Default.    139
9.03    Application of Funds.    139
ARTICLE X AGENTS    141
10.01    Appointment and Authority.    141
10.02    Rights as a Lender.    141
10.03    Exculpatory Provisions.    142
10.04    Reliance by Agent.    142
10.05    Delegation of Duties.    143
10.06    Resignation of an Agent.    143
10.07    Non-Reliance on Agent and Other Lenders.    144
10.08    No Other Duties; Etc.    144
10.09    Agent May File Proofs of Claim.    145
10.10    Collateral and Guaranty Matters.    145
10.11    Treasury Management Banks and Swap Banks.    146
10.12    Certain ERISA Matters.    146
10.13    Recovery of Erroneous Payments.    147
ARTICLE XI MISCELLANEOUS    150
11.01    Amendments, Etc.    150
11.02    Notices and Other Communications; Facsimile Copies.    153
11.03    No Waiver; Cumulative Remedies; Enforcement.    155
11.04    Expenses; Indemnity; and Damage Waiver.    155
11.05    Payments Set Aside.    157
11.06    Successors and Assigns.    157
11.07    Treatment of Certain Information; Confidentiality.    161
11.08    Set-off.    162
11.09    Interest Rate Limitation.    163
11.10    Counterparts; Integration; Effectiveness.    163
11.11    Survival of Representations and Warranties.    163
11.12    Severability.    163
11.13    Replacement of Lenders.    164

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11.14    Governing Law; Jurisdiction; Etc.    164
11.15    Waiver of Right to Trial by Jury.    165
11.16    Electronic Execution of Assignments and Certain Other Documents.    166
11.17    USA PATRIOT Act.    167
11.18    No Advisory or Fiduciary Relationship.    167
11.19    Release of Collateral and Guarantee Obligations.    167
11.20    Amendment and Restatement.    168
11.21    Limitation on Obligations of Canadian Borrower.    168
11.22    Judgment Currency.    169
11.23    Acknowledgement and Consent to Bail-In of Affected Financial Institutions.    169
11.24    New Lenders.    169
11.25    Acknowledgement Regarding Any Supported QFCs.    170

SCHEDULES
2.01    Commitments and Applicable Percentages
6.10    Insurance
6.11    Tax Sharing Agreements
6.13    Subsidiaries
6.17    IP Rights
6.20(a)    Taxpayer and Organizational Identification Numbers
6.20(b)    Changes in Legal Name, State of Formation and Structure
8.01    Liens Existing on the Restatement Date
8.02    Investments Existing on the Restatement Date
8.03    Indebtedness Existing on the Restatement Date
11.02    Certain Addresses for Notices
EXHIBITS
A Form of Loan Notice B Form of Swing Line Loan Notice C-1 Form of Domestic Revolving Note C-2 Reserved C-3 Form of Canadian Revolving Note C-4 Form of Designated Borrower Revolving Note D Form of Swing Line Note E-1 Form of Term Note E-2 Form of Incremental Term Note F Form of Compliance Certificate G Form of Joinder Agreement H Form of Assignment and Assumption I Form of Borrowing Base Certificate I-2 Form of Canadian Borrowing Base Certificate J Forms of U.S.


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SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Tax Compliance Certificates K Form of Incremental Term Loan Lender Joinder Agreement L Form of Designated Borrower Joinder Agreement M Form of Prepayment Notice This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of October 28, 2024 among PRA GROUP, INC. (“PRA”), PRA GROUP CANADA INC., a Canadian corporation amalgamated under the Canada Business Corporations Act (the “Canadian Borrower”), a certain designated Subsidiary of PRA from time to time party hereto pursuant to Section 2.02(f)(iii) (the “Designated Borrower”, and, together with PRA and the Canadian Borrower, the “Borrowers”), the Guarantors (defined herein), the Lenders (defined herein), and TRUIST BANK, as Administrative Agent, Swing Line Lender and an L/C Issuer.
WHEREAS, the Borrowers, the lenders from time to time party thereto and Bank of America, N.A, as Administrative Agent, L/C Issuer and Swing Line Lender, have entered into that certain Amended and Restated Credit Agreement dated as of May 5, 2017 (as amended or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”); and
WHEREAS, the parties to the Existing Credit Agreement wish to amend and restate the Existing Credit Agreement to make certain amendments and modifications, all as more fully set forth herein;
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS
1.01Defined Terms.
As used in this Agreement, the following terms shall have the meanings set forth below:
“Account Debtor” means any person or persons that are an obligor in any contractual arrangement for amounts due to PRA, the Canadian Borrower, any Guarantor or any co-signor in respect of such contractual arrangement.
“Accounts” means all accounts (as such term is defined in Article 9 of the UCC or, with respect to the Canadian Borrower, the PPSA) owned by PRA, the Canadian Borrower or any Guarantor and all accounts in which PRA, the Canadian Borrower or any Guarantor has any rights (including, without limitation, rights to grant a security interest in accounts owned by other persons), both now existing and hereafter owned, acquired and arising; and, to the extent not included in the term accounts as so defined, all accounts receivable, health-care-insurance receivables, credit and charge card receivables, bills, acceptances, documents, choses in action, chattel paper (both tangible and electronic), promissory notes and other instruments, deposit accounts, license fees payable for use of software, commercial tort claims, letter of credit rights and letters of credit, rights to payment for money or funds advanced or sold other than through use of a credit card, lottery winnings, rights to payment with respect to investment property, general intangibles and other forms of obligations and rights to payment of any nature, now owing to PRA, the Canadian Borrower or any Guarantor and hereafter arising and owing to PRA, the Canadian Borrower or any Guarantor, together with (i) the proceeds of all of the accounts and other property and property rights described hereinabove, including all of the proceeds of PRA’s, the Canadian Borrower’s or any Guarantor’s rights with respect to any of its goods and services represented thereby, whether delivered or returned by customers, and all rights as an unpaid vendor and lienor, including rights of stoppage in transit and of recovering possession by any proceedings, including replevin and reclamation, and (ii) all customer lists, books and records, ledgers, account cards, and other records including those stored on computer or electronic media, whether now in existence or hereafter created, relating to any of the foregoing; including, without limitation, an account established for a bank credit card, retail credit card, consumer installment loan, defaulted auto loans or lines of credit in the name of an Account Debtor, as set forth and described in a Purchase Agreement, and all unpaid balances due from such Account Debtor, together with all available documents evidencing such Account Debtor’s agreement to make payment of such unpaid balances, including without limitation each available credit card application or agreement, and each available promissory note, receivable, obligation, chattel paper, payment agreement, contract, installment sale agreement or other obligation or promise to pay of an Account Debtor, all as described and referred to in a Purchase Agreement.

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“Acquisition”, by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of all or any substantial portion of the property of another Person or at least a majority of the Voting Stock of another Person, in each case whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise. For the avoidance of doubt, purchases of debt portfolios in the ordinary course of business shall not be considered Acquisitions.
“Administrative Agent” means Truist Bank (or any of its designated branch offices or affiliates) in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify PRA and the Lenders.
“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
“Agent” means the Administrative Agent.
“Agreement” means this Credit Agreement.
“Agreement Currency” has the meaning specified in Section 11.22.
“Aggregate Canadian Revolving Commitments” means the Canadian Revolving Commitments of all the Canadian Revolving Lenders. The aggregate principal amount of the Aggregate Canadian Revolving Commitments in effect on the Restatement Date is ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000).
“Aggregate Designated Borrower Revolving Commitments” means the Designated Borrower Revolving Commitments of all the Lenders.
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“Aggregate Domestic Revolving Commitments” means the Domestic Revolving Commitments of all the Domestic Revolving Lenders. The aggregate principal amount of the Aggregate Domestic Revolving Commitments in effect on the Restatement Date is NINE HUNDRED FIFTY MILLION DOLLARS ($950,000,000).
“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable to any Loan Party or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), or any other applicable anti-corruption law.
“Anti-Money Laundering Laws” means all laws, rules and regulations of any jurisdiction applicable to any Loan Party or any of its Subsidiaries from time to time concerning or relating to terrorism financing, money laundering, any predicate crime to money laundering or terrorist financing and the related financial recordkeeping and reporting requirements, including, without limitation, the USA Patriot Act, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the Criminal Code (Canada).
“Applicable Authority” means (a) with respect to SOFR, the SOFR Administrator or any Governmental Authority having jurisdiction over the Administrative Agent or the SOFR Administrator with respect to its publication of SOFR, in each case acting in such capacity and (b) with respect to CORRA, the applicable administrator for CORRA or Term CORRA or any Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of CORRA or Term CORRA, in each case acting in such capacity.
“Applicable Percentage” means with respect to any Lender at any time, (a) with respect to such Lender’s Domestic Revolving Commitment at any time, the percentage of the Aggregate Domestic Revolving Commitments represented by such Lender’s Domestic Revolving Commitment at such time, subject to adjustment as provided in Section 2.15; provided that if the commitment of each Lender to make Domestic Revolving Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 9.02 or if the Aggregate Domestic Revolving Commitments have expired, then the Applicable Percentage of each Lender holding Domestic Revolving Loans shall be the percentage of the outstanding principal amount of the Domestic Revolving Loans held by such Lender at such time, (b) [reserved], (c) with respect to such Lender’s Canadian Revolving Commitment at any time, the percentage of the Aggregate Canadian Revolving Commitments represented by such Lender’s Canadian Revolving Commitment at such time, subject to adjustment as provided in Section 2.15; provided that if the commitment of each Lender to make Canadian Revolving Loans has been terminated pursuant to Section 9.02 or if the Aggregate Canadian Revolving Commitments have expired, then the Applicable Percentage of each Lender holding Canadian Revolving Loans shall be the percentage of the outstanding principal amount of the Canadian Revolving Loans held by such Lender at such time, (d) with respect to such Lender’s portion of the outstanding Term Loan at any time, the percentage of the outstanding principal amount of the Term Loan held by such Lender at such time, (e) with respect to such Lender’s portion of the outstanding Incremental Term Loan at any time, the percentage of the outstanding principal amount of the Incremental Term Loan held by such Lender at such time and (f) with respect to such Lender’s Designated Borrower Revolving Commitment at any time, the percentage of the Aggregate Designated Borrower Revolving Commitments represented by such Lender’s Designated Borrower Revolving Commitment at such time, subject to adjustment as provided in Section 2.15; provided that if the commitment of each Lender to make Designated Borrower Revolving Loans has been terminated pursuant to Section 9.02 or if the Designated Borrower Revolving Commitments have expired, then the Applicable Percentage of each Lender holding Designated Borrower Revolving Loans shall be the percentage of the outstanding principal amount of the Designated Borrower Revolving Loans held by such Lender at such time.
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“Applicable Rate” means (a) with respect to the Incremental Term Loan, the percentages per annum set forth in the Incremental Term Loan Lender Joinder Agreement, (b) with respect to the Designated Borrower Revolving Loans, the percentages per annum set forth in the Designated Borrower Joinder Agreement, (c) with respect to Domestic Revolving Loans and the Term Loans, a percentage per annum equal to (i) if the Consolidated Senior Secured Leverage Ratio is less than or equal to 1.60 to 1.00 based on the most recent Compliance Certificate delivered to the Administrative Agent pursuant to Section 7.02(a), (x) with respect to Daily Simple SOFR Loans, Term SOFR Loans and Letter of Credit Fees, 2.00% and (y) with respect to Base Rate Loans, 1.00% and (ii) if the Consolidated Senior Secured Leverage Ratio is greater than 1.60 to 1.00 based on the most recent Compliance Certificate delivered to the Administrative Agent pursuant to Section 7.02(a), (x) with respect to Daily Simple SOFR Loans, Term SOFR Loans and Letter of Credit Fees, 2.25% and (y) with respect to Base Rate Loans, 1.25%; (d) with respect to Canadian Revolving Loans, a percentage per annum equal to (i) if the Consolidated Senior Secured Leverage Ratio is less than or equal to 1.60 to 1.00 based on the most recent Compliance Certificate delivered to the Administrative Agent pursuant to Section 7.02(a), (x) with respect to Daily Compounded CORRA Loans and Term CORRA Loans, 2.00% and (y) with respect to Canadian Prime Rate Loans, 1.00% and (ii) if the Consolidated Senior Secured Leverage Ratio is greater than 1.60 to 1.00 based on the most recent Compliance Certificate delivered to the Administrative Agent pursuant to Section 7.02(a), (x) with respect to Daily Compounded CORRA Loans and Term CORRA Loans, 2.25% and (y) with respect to Canadian Prime Rate Loans, 1.25% and (e) with respect to the Unused Fee, (i) if the Consolidated Senior Secured Leverage Ratio is less than or equal to 1.60 to 1.00 based on the most recent Compliance Certificate delivered to the Administrative Agent pursuant to Section 7.02(a), 0.30% and (ii) if the Consolidated Senior Secured Leverage Ratio is greater than 1.60 to 1.00 based on the most recent Compliance Certificate delivered to the Administrative Agent pursuant to Section 7.02(a), 0.35%.
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Senior Secured Leverage Ratio shall become effective on the first day of the month immediately following the date the applicable Compliance Certificate is delivered; provided, however, if no Compliance Certificate is received on or prior to the date that is five (5) Business Days after such Compliance Certificate was due, then the Applicable Rate for a Consolidated Senior Secured Leverage Ratio of greater than 1.60 to 1.00 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the Business Day after such Compliance Certificate is received. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to Section 2.10(b).
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Asset” means each purchased Receivable and any property or other right obtained by PRA, the Canadian Borrower or any Guarantor in connection with collection of any such purchased Receivable or in substitution therefor, all of which constitutes part of the Asset Pool into which such purchased Receivable was initially delivered.
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“Asset Pool” means all Receivables and other Assets, as the context may require, which Receivables shall all have been purchased from sellers of finance receivables, together with (i) each and every Asset obtained in replacement or satisfaction of or substitution for, any such Receivable so purchased, (ii) each and every item of property obtained by PRA, the Canadian Borrower or a Guarantor as a result of its collection activities with respect to any such purchased Receivable, (iii) each and every item of collateral or security, including all security interests, liens, guarantees and other interests securing payment of any purchased Receivable, and all other rights and interests of PRA, the Canadian Borrower or a Guarantor with respect to each purchased Receivable, (iv) each judgment rendered in respect to a Receivable, together with all lien rights related thereto, (v) Asset Pool Proceeds derived from or paid or payable with respect thereto, together with any and all earnings thereon, and (vi) each and every other right, claim and interest associated therewith. For the avoidance of doubt, loan participations shall constitute Asset Pools for purposes of this Agreement.
“Asset Pool Proceeds” means, with respect to an Asset Pool, any and all payments, revenues, income, receipts, collections, recoveries and other proceeds or assets received with respect to such Asset Pool, including, without limitation, (i) payments of principal, interest, fees, late charges, insufficient funds charges, guaranty payments and any interest thereon, credit insurance costs, guaranty fees and other amounts recovered on account of any Asset in such Asset Pool, and (ii) settlements, compromises, liquidations, foreclosure proceeds, dispositions, sales, transfers or other proceeds, whether cash or otherwise, received as a result of or in any way in connection with collection activities related to any Asset or in connection with the sale of any Asset constituting a part of such Asset Pool.
“Asset Pool Seller” means, with respect to an Asset Pool, the party which has agreed to sell a specified Asset Pool to PRA, the Canadian Borrower or any Guarantor pursuant to the terms of a Purchase Agreement.
“Asset Pool Report” means a report that sets forth each Asset Pool purchased by PRA, the Canadian Borrower or any Guarantor and identifies the Eligible Asset Pools or Canadian Eligible Asset Pools, as applicable, which report shall be in a substantially similar form as previously provided by PRA or the Canadian Borrower to the Administrative Agent or is otherwise reasonably acceptable to the Administrative Agent.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit H or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent.
“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease and (c) in respect of any Permitted Purchase Obligation of any Person, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment.
“Audited Financial Statements” means the audited consolidated balance sheet of PRA and its Subsidiaries for the fiscal year ended December 31, 2023, and the related consolidated statements of operations, shareholders’ equity and cash flows for such fiscal year of PRA and its Subsidiaries, including the notes thereto, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP.
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“Availability Period” means, (a) with respect to the Domestic Revolving Commitments, the period from and including the Restatement Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the Aggregate Domestic Revolving Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 9.02, (b) [reserved], (c) with respect to the Canadian Revolving Commitments, the period from and including the Restatement Date to the earliest of (i) the Maturity Date, (ii) the date of termination of the Aggregate Canadian Revolving Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Lender to make Loans pursuant to Section 9.02 and (d) with respect to the Designated Borrower Revolving Commitments, the period from and including the date on which such Designated Borrower Revolving Commitments are implemented pursuant to Section 2.02(f) to the earliest of (i) the Maturity Date, (ii) the date of termination of the Aggregate Designated Borrower Revolving Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Lender to make Loans pursuant to Section 9.02.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Base Rate” means for any day a rate per annum equal to the highest of (i) the rate of interest which the Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time (the “Prime Rate”), (ii) the Federal Funds Rate, as in effect from time to time, plus 0.50%, and (c) Term SOFR plus 1.00%, subject to the interest rate floors set forth therein; provided that if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The Administrative Agent’s prime lending rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent, the Lenders and the Issuing Banks may make commercial loans or other loans at rates of interest at, above, or below the Administrative Agent’s prime lending rate. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate, or Term SOFR will be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate, or Term SOFR, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.
“Base Rate Loan” means a Loan that bears interest based on the Base Rate.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R § 1010.230.
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan”.
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“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
“Borrowers” has the meaning specified in the introductory paragraph hereto.
“Borrower Materials” has the meaning specified in Section 7.02.
“Borrowing” means each of the following: (a) a borrowing of Swing Line Loans pursuant to Section 2.04 and (b) a borrowing consisting of simultaneous Loans of the same Type and, in the case of Daily Simple SOFR, Term SOFR Loans, Daily Compounded CORRA Loans and Term CORRA Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.
“Borrowing Base Certificate” means a certificate substantially in the form of Exhibit I.
“Business Day” means (a) with respect to any notice, disbursement or payment to the Administrative Agent or any other Lender with respect to a Domestic Revolving Loan, L/C Obligation, Term Loan, Incremental Term Loan or Designated Borrower Revolving Loan, any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required to close under the Laws of the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and (b) with respect to any notice, disbursement or payment to the Administrative Agent or any Canadian Revolving Lender with respect to a Canadian Revolving Loan, any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required to close in Toronto, Canada.
“Businesses” means, at any time, a collective reference to the businesses operated by PRA and its Subsidiaries at such time.
“Canadian Borrower Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Canadian Borrower arising under any Loan Document or otherwise with respect to any Canadian Revolving Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Canadian Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. The foregoing shall also include (a) all obligations under any Swap Contract between the Canadian Borrower and any Swap Bank that is permitted to be incurred pursuant to Section 8.03(d) and (b) all obligations under any Treasury Management Agreement between the Canadian Borrower and any Treasury Management Bank; provided that “Canadian Borrower Obligations” shall exclude any Excluded Swap Obligations.
“Canadian Borrowing Base” means, with respect to the Canadian Borrower, an amount equal to the sum of (a) 35% of Canadian Estimated Remaining Collections of all Canadian Eligible Asset Pools plus (b) 55% of Canadian Estimated Remaining Collections of all Canadian Insolvency Eligible Asset Pools plus (c) 75% of Canadian Eligible Accounts, in each case as determined by the Administrative Agent by reference to the most recent Canadian Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 7.02(b) or, if elected by the applicable Borrower, pursuant to a Pro Forma Borrowing Base Certificate, as applicable.
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The Administrative Agent and the Lenders agree that any amendment entered into solely to alter the rate of Canadian Estimated Remaining Collections shall not require an amendment fee to be payable by any Loan Party.
“Canadian Borrowing Base Certificate” means a certificate substantially in the form of Exhibit I-2.
“Canadian Defined Benefit Plan” means each Canadian Pension Plan that contains a “defined benefit provision”, as such term is defined for purposes of subsection 147.1(1) of the Canadian Tax Act.
“Canadian Dollars” means the lawful currency of Canada.
“Canadian Eligible Accounts” means Accounts created by the Canadian Borrower or any Canadian Guarantor that in each case satisfy the criteria set forth below as reasonably determined in accordance with the Administrative Agent’s customary practices. In general, such Accounts shall be Canadian Eligible Accounts if:
(a)such Accounts arise from the actual and bona fide sale and delivery of goods by the Canadian Borrower or such Canadian Guarantor or rendition of services by the Canadian Borrower or such Canadian Guarantor in the ordinary course of its business which transactions are completed in accordance with the terms and provisions contained in any documents related thereto;
(b)such Accounts are not unpaid more than (i) ninety (90) days after the date of the original invoice therefor or (ii) more than sixty (60) days after the date of the original due date therefor; provided, that the Administrative Agent may in its discretion deem Accounts for which the Canadian Borrower has granted extended trade terms to be Canadian Eligible Accounts;
(c)such Accounts do not arise from sales on consignment, guaranteed sale, sale and return, sale on approval, or other terms under which payment by the account debtor may be conditional or contingent;
(d)the chief executive office of the account debtor with respect to such Accounts is located in Canada;
(e)such Accounts do not consist of progress billings (such that the obligation of the account debtors with respect to such Accounts is conditioned upon the Canadian Borrower’s satisfactory completion of any further performance under the agreement giving rise thereto), bill and hold invoices or retainage invoices, except as to bill and hold invoices, if the Administrative Agent shall have received an agreement in writing from the account debtor, in form and substance satisfactory to the Administrative Agent, confirming the unconditional obligation of the account debtor to take the goods related thereto and pay such invoice;
(f)the account debtor with respect to such Accounts has not asserted a counterclaim, defense or dispute and is not owed or does not claim to be owed any amounts that may give rise to any right of setoff or recoupment against such Accounts (but the portion of the Accounts of such account debtor in excess of the amount at any time and from time to time owed by the Canadian Borrower or such Canadian Guarantor to such account debtor or claimed owed by such account debtor shall be deemed Canadian Eligible Accounts);
(g)there are no facts, events or occurrences which would materially impair the validity, enforceability or collectability of such Accounts or reduce the amount payable or delay payment thereunder;
(h)such Accounts are subject to the first priority, valid and perfected security interest of the Administrative Agent;
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(i)neither the account debtor nor any officer or employee of the account debtor with respect to such Accounts is an officer, employee, agent or other Affiliate of the Canadian Borrower;
(j)the account debtor with respect to such Accounts is not a Governmental Authority, except to the extent the Accounts are assignable without consent or all necessary consents to assignment have been obtained;
(k)there are no proceedings or actions which are threatened or pending against the account debtors with respect to such Accounts which might result in any material adverse change in any such account debtor’s financial condition (including, without limitation, any bankruptcy, dissolution, liquidation, reorganization or similar proceeding);
(l)such Accounts are not owed by an account debtor who has Accounts unpaid more than the periods permitted in clause (b) of this definition which constitute more than fifty percent (50%) percent of the total Accounts of such account debtor; and
(m)such Accounts are owed by account debtors deemed creditworthy at all times by Administrative Agent in good faith in its commercially reasonable discretion.
The criteria for Canadian Eligible Accounts set forth above may only be changed and any new criteria for Canadian Eligible Accounts may only be established by the Canadian Super-Majority Lenders in good faith based on either: (i) an event, condition or other circumstance arising after the date hereof, and the change or new criteria for Canadian Eligible Accounts has a reasonable relationship to such event, condition or circumstance and is not duplicative of any reserve or other criteria, or (ii) an event, condition or other circumstance existing on the Restatement Date to the extent neither the Administrative Agent nor any Canadian Revolving Lender has no written notice thereof from the Canadian Borrower prior to the Restatement Date, in either case under clause (i) or (ii) which adversely affects or could reasonably be expected to adversely affect the Accounts in the good faith determination of the Canadian Super-Majority Lenders. Any Accounts that are not Canadian Eligible Accounts shall nevertheless be part of the Collateral. For the avoidance of doubt, Canadian Eligible Accounts shall not include any Accounts or Receivables included in the determination of Canadian Estimated Remaining Collections.
“Canadian Eligible Asset Pools” means those existing Asset Pools of the Canadian Borrower and the Canadian Guarantors accepted by the Canadian Revolving Lenders on the Restatement Date and newly acquired Asset Pools of the Canadian Borrower and the Canadian Guarantors acquired from Asset Pool Sellers not affiliated with PRA, the Canadian Borrower or any Canadian Guarantor, that in each case, (i) are not Canadian Insolvency Eligible Asset Pools, and (ii) meet all of the following requirements:
(a)the Receivables in such Asset Pool, taken as a whole, comply in all material respects with all applicable laws and regulations, including, but not limited to, truth in lending and credit disclosure laws and regulations;
(b)all amounts and information appearing on the applicable Asset Pool Report furnished to the Administrative Agent and the Canadian Revolving Lenders in connection therewith are true and correct in all material respects;
(c)the Canadian Borrower or the applicable Canadian Guarantor has good and marketable title and has the right to pledge, assign and deliver the Assets of such Asset Pool, free from all liens, claims, encumbrances or security interests whatsoever; provided that such Assets may be subject to recall or putback rights;
(d)no more than one percent (1%) of the number of Receivables in such Asset Pool constitute Receivables with respect to which the Account Debtor thereon or any guarantor thereof is employed by or related to the Canadian Borrower or is the Canadian Borrower;
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(e)to the knowledge of a Responsible Officer, no condition exists that materially and adversely affects the Estimated Remaining Collections of the Asset Pool; and
(f)since the acquisition of the Asset Pool by the Canadian Borrower or applicable Canadian Guarantor, no sale of any Receivable within the Asset Pool has occurred except arms length sales to non-affiliated third parties.
“Canadian Estimated Remaining Collections” means the aggregate gross remaining cash collections which the Canadian Borrower or applicable Canadian Guarantor anticipates to receive from an Asset Pool as reflected in its Portfolio ERC Model accounting process. Such remaining amounts shall be calculated by the Canadian Borrower in accordance with GAAP and in a manner consistent with past practice and with the methodology employed in the reporting of Canadian Estimated Remaining Collections in PRA’s public filings; provided, however, the manner and method of computing Canadian Estimated Remaining Collections and all assumptions made in connection therewith shall be explained by PRA to the Administrative Agent in reasonable detail upon the Administrative Agent’s reasonable request (in addition, at the request of the Administrative Agent, at the time of such explanation to the Administrative Agent or on one additional occasion, PRA will explain the manner and method of computing Canadian Estimated Remaining Collections and all assumptions made in connection therewith to the Lenders present for such explanation). Any material deviation from the current method and assumptions used in computing Canadian Estimated Remaining Collections must be acceptable to the Canadian Super-Majority Lenders in their sole and absolute discretion.
“Canadian Guarantor” means, collectively, (a) each Person that joins as a Canadian Guarantor pursuant to Section 7.12 or otherwise, and (b) the successors and permitted assigns of the foregoing.
“Canadian Insolvency Eligible Asset Pools” means Asset Pools of the Canadian Borrower or any Canadian Guarantor in which the debtors are subject to a proceeding under an order from the Bankruptcy Code of the United States or to a proceeding under the Companies’ Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or the Winding-up and Restructuring Act (Canada), that in each case meet all of the following requirements:
(a)the Receivables in such Asset Pool, taken as a whole, comply in all material respects with all applicable laws and regulations, including, but not limited to, truth in lending and credit disclosure laws and regulations;
(b)all amounts and information appearing on the applicable Asset Pool Report furnished to the Administrative Agent and the Canadian Revolving Lenders in connection therewith are true and correct in all material respects;
(c)the Canadian Borrower or the applicable Canadian Guarantor has good and marketable title and has the right to pledge, assign and deliver the Assets of such Asset Pool, free from all liens, claims, encumbrances or security interests whatsoever; provided that such Assets may be subject to recall or putback rights;
(d)no more than one percent (1%) of the number of Receivables in such Asset Pool constitute Receivables with respect to which the Account Debtor thereon or any guarantor thereof is employed by or related to the Canadian Borrower or is the Canadian Borrower;
(e)to the knowledge of a Responsible Officer, no condition exists that materially and adversely affects the Estimated Remaining Collections of the Asset Pool; and
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(f)since the acquisition of the Asset Pool by the Canadian Borrower or applicable Canadian Guarantor, no sale of any Receivable within the Asset Pool has occurred except arms length sales to non-affiliated third parties.
“Canadian Pension Event” means the occurrence of any of the following: (a) the board of directors of any Loan Party (or any delegate thereof) passes a resolution to terminate, wind up or withdraw from, in whole or in part, any Canadian Pension Plan, or otherwise initiates any action or filing (including adopting any plan amendment) to voluntarily terminate, wind up or withdraw from, in whole or in part, any Canadian Pension Plan, in each case, that will result, or can reasonably be expected to result, in a wind-up funding deficit or withdrawal liability of any Loan Party; (b) the wind up of, termination of or withdrawal from, in whole or in part, a Canadian Pension Plan, in each case that will result, or can reasonably be expected to result, in a wind-up funding deficit or withdrawal liability of any Loan Party; (c) the improper withdrawal or application of assets of a Canadian Pension Plan by a Loan Party; (d) notification to any Loan Party regarding the Chief Executive Officer of the Financial Services Regulatory Authority of Ontario, or a similar Governmental Authority, (i) refusing or revoking the registration of any Canadian Pension Plan, (ii) instituting proceedings to wind up, in whole or in part, any Canadian Pension Plan, or (iii) causing a trustee to be appointed to administer any Canadian Pension Plan; (e) any Loan Party becoming liable to fund any existing wind-up funding deficit for a Canadian Defined Benefit Plan; (f) a contribution failure on the part of any Loan Party in respect of any Canadian Pension Plan sufficient to give rise to an Lien (excluding any Lien for amounts required to be remitted pursuant to the PBA but not yet due); or (g) the occurrence of any event with respect to any Canadian Pension Plan which could result in the incurrence of a liability, fine or penalty being imposed on any Loan Party or officer, director or employee thereof, under the terms of such plan, the PBA or the Canadian Tax Act.
“Canadian Pension Plan” means each employee benefit plan that is (i) a “registered pension plan”, as such term as defined in subsection 248(1) of the Tax Act, or (ii) is subject to the funding requirements the PBA.
“Canadian Pledge Agreement” means a pledge agreement in a form to be agreed upon, and to be executed in favor of the Administrative Agent, for the benefit of the holders of the Canadian Borrower Obligations, by the Canadian Borrower and each Canadian Guarantor, as amended or modified from time to time in accordance with the terms hereof.
“Canadian Prime Rate” means, for any day a fluctuating rate of interest per annum equal to the greater of (a) the rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion); and (b) the Term CORRA Rate for a one (1) month term that is two (2) Business Days prior to such date plus the Term CORRA Adjustment plus 1% per annum, adjusted automatically with each quoted or established change in such rate, all without the necessity of any notice to any Borrower or any other Person. Such Prime Rate is based on various factors including cost and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or Term CORRA shall take effect at the opening of business on the day specified in the public announcement of such change. If the Canadian Prime Rate shall be less than 1.00%, such rate shall be deemed 1.00% for purposes of this Agreement.
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“Canadian Prime Rate Loan” means a Canadian Revolving Loan that bears interest based on the Canadian Prime Rate. All Canadian Prime Rate Loans shall be denominated in Canadian Dollars.
“Canadian Revolving Borrowing” means a Borrowing comprised of Canadian Revolving Loans.
“Canadian Revolving Commitment” means, as to each Canadian Revolving Lender, its obligation to make Canadian Revolving Loans to the Canadian Borrower pursuant to Section 2.01, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Canadian Revolving Lender’s name on Schedule 2.01, in the Assignment and Assumption or other agreement pursuant to which such Canadian Revolving Lender becomes a party hereto, as such amount may be adjusted from time to time in accordance with this Agreement.
“Canadian Revolving Exposure” means the aggregate Outstanding Amount of the Canadian Revolving Loans of any Canadian Revolving Lender.
“Canadian Revolving Lender” means each Lender with a Canadian Revolving Commitment.
“Canadian Revolving Loan” has the meaning specified in Section 2.01(c).
“Canadian Revolving Note” has the meaning specified in Section 2.11(a).
“Canadian Security Agreement” means (a) the second amended and restated security agreement dated as of the Restatement Date executed in favor of the Administrative Agent, for the benefit of the holders of the Canadian Borrower Obligations, by the Canadian Borrower and any Canadian Guarantors and (b) any other security agreement executed in favor of the Administrative Agent, for the benefit of the holders of the Canadian Borrower Obligations, by the Canadian Borrower or any Canadian Guarantor, in each case, as amended or modified from time to time in accordance with the terms hereof.
“Canadian Subsidiary” means any Subsidiary that is organized under the laws of Canada or any of its provinces or territories.
“Canadian Super-Majority Lenders” means Canadian Revolving Lenders having Canadian Revolving Commitments representing more than 66 2/3% of the Aggregate Canadian Revolving Commitments of all Canadian Revolving Lenders, or if the Canadian Revolving Commitment of each Canadian Revolving Lender has been terminated, Canadian Revolving Lenders holding in the aggregate more than 66 2/3% of the outstanding Canadian Revolving Loans. The Canadian Revolving Commitment or Canadian Revolving Loans of any Defaulting Lender shall be disregarded in determining Canadian Super-Majority Lenders at any time.
“Canadian Tax Act” means the Income Tax Act (Canada), and the regulations and rules promulgated thereunder, as amended, and any successor statute thereto.
“Capital Lease” means, as applied to any Person, any lease of any property by that Person as lessee which, in accordance with GAAP, is required to be accounted for as a capital lease on the balance sheet of that Person; provided, that the subsequent adoption, issuance or effectiveness of any accounting standards after the Restatement Date will not cause any lease that was not or would not have been a Capital Lease on the Restatement Date to be deemed a Capital Lease. For the avoidance of doubt, “Capital Leases” shall not include operating leases or any agreements requiring the payment of rent or other similar provisions (whether entered into prior to or after the Restatement Date) if such lease was or would have been an operating lease on the Restatement Date.
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“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or the Domestic Revolving Lenders, as collateral for L/C Obligations or obligations of Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the applicable L/C Issuer shall agree in its reasonable discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
“Cash Equivalents” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States, Canada, or any agency or instrumentality thereof (provided that the full faith and credit of the United States or Canada is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar or Canadian Dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States or Canada in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by financial institutions having capital of at least $500,000,000 and the portfolios of which have at least 95% of their assets invested in Investments of the character described in the foregoing subdivisions (a) through (d).
“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
“Change of Control” means the occurrence of any of the following events:
(a)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% of the Equity Interests of PRA entitled to vote for members of the board of directors or equivalent governing body of PRA on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);
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(b)during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of PRA cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose approval to that board or equivalent governing body by the board or equivalent governing body or by any committee of the board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose approval to that board or other equivalent governing body was approved by individuals referred to in clauses (i) or (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body;
(c)if any Designated Borrower Revolving Commitments remain in effect and/or any Designated Borrower Revolving Loans are outstanding, the Designated Borrower shall cease to be a Wholly Owned Subsidiary (either directly or indirectly) of PRA;
(d)the Canadian Borrower shall cease to be a Wholly Owned Subsidiary (either directly or indirectly) of PRA; or
(e)the occurrence of any Fundamental Change under any Permitted Convertible Notes or other unsecured Indebtedness permitted pursuant to Section 8.03(o).
“CME” means CME Group Benchmark Administration Limited.
“Collateral” means a collective reference to all real and personal property with respect to which Liens in favor of the Administrative Agent, for the benefit of the holders of the Obligations (or, as applicable, the Canadian Borrower Obligations), are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents.
“Collateral Documents” means a collective reference to the Security Agreement, the Pledge Agreement, the Canadian Security Agreement, any Canadian Pledge Agreement and other security documents as may be executed and delivered by the Loan Parties pursuant to the terms of Section 7.14, and/or Section 2.02(f), as applicable.
“Commitment” means, as to each Lender, the Domestic Revolving Commitment of such Lender, the Canadian Revolving Commitment of such Lender, the Designated Borrower Revolving Commitment of such Lender, the Term Loan Commitment of such Lender and/or the Incremental Term Loan Commitment of such Lender.
“Commodity Exchange Act” means the Commodity Exchange Act and rules and regulations promulgated thereunder (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute, rule or regulation.
“Communication” means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.
“Competitor” means any Person identified by PRA in a list delivered to the Administrative Agent and made available to the Lenders from time to time, which such list may be updated by PRA from time to time pursuant to written notice to the Administrative Agent, made available to the Lenders, provided, that no Event of Default has occurred or is continuing at the time of such update.
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“Compliance Certificate” means a certificate substantially in the form of Exhibit F.
“Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR, any proposed Successor Rate, Term SOFR, Daily Simple SOFR, Daily Compounded CORRA, Term CORRA or the Canadian Prime Rate, as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR”, “Daily Simple SOFR”, “Daily Compounded CORRA”, “Term CORRA”, “Canadian Prime Rate”, and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate for such currency exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).
“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
“Consolidated Capital Expenditures” means, for any period, for PRA and its Subsidiaries on a consolidated basis, all capital expenditures, as determined in accordance with GAAP; provided, however, that Consolidated Capital Expenditures shall not include (a) expenditures made with proceeds of any Involuntary Disposition to the extent such expenditures are used to purchase property that is the same as or similar to the property subject to such Involuntary Disposition, (b) Permitted Acquisitions or (c) purchases of debt portfolios.
“Consolidated EBITDA” means, for any period, for PRA and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus the following, without duplication, to the extent deducted in calculating such Consolidated Net Income: (a) Consolidated Interest Charges for such period, (b) the provision for federal, state, local and foreign income taxes payable by PRA and its Subsidiaries for such period, (c) depreciation and amortization expense, (d) Recoveries Applied to Negative Allowance, net of changes in expected recoveries, (e) fees, costs and expenses incurred in respect of this Agreement or in connection with any disposition, incurrence of Consolidated Funded Indebtedness, Acquisition (including amounts paid in connection with such Acquisition for retention of one or more individuals comprising part of a management team retained to manage the acquired business; provided that such payments are made in connection with such Acquisition and are consistent with the customary practice in the industry at the time of such Acquisition), Investment or offering of Equity Interests, in each case as permitted under the Loan Documents, (f) all other non-cash charges for such period, to the extent such charges do not represent a cash charge in such period or any future period, all as determined in accordance with GAAP and (g) indemnification payments received from a Person which is not an Affiliate of any Loan Party under any acquisition agreement entered into by such Person which reimburse expenses of a Loan Party, to the extent such expenses were deducted in computing Consolidated Net Income.
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“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) the sum of (x) scheduled principal payments made on Consolidated Funded Indebtedness during such period plus (y) Consolidated Interest Charges, in each case measured for the period of the four fiscal quarters most recently ended.
“Consolidated Funded Indebtedness” means Funded Indebtedness of PRA and its Subsidiaries on a consolidated basis determined in accordance with GAAP.
“Consolidated Interest Charges” means, for any period, for PRA and its Subsidiaries on a consolidated basis, an amount equal to the sum of (i) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, less interest income for such period, plus (ii) the portion of rent expense with respect to such period under Capital Leases that is treated as interest in accordance with GAAP plus (iii) the implied interest component of Synthetic Leases with respect to such period plus (iv) losses on hedging obligations or other derivative instruments (including Swap Contracts) entered into for the purposes of hedging interest rate risk.
“Consolidated Net Income” means, for any period, for PRA and its Subsidiaries on a consolidated basis, the net income of PRA and its Subsidiaries (excluding (i) extraordinary gains or losses, (ii) the effects of discontinued operations and (iii) adjustment for net income attributable to noncontrolling interests) for that period, as determined in accordance with GAAP.
“Consolidated Senior Secured Indebtedness” means, as of any date of determination, all Consolidated Funded Indebtedness that, as of such date, is secured by any Lien on any asset or property of PRA or any of its Subsidiaries.
“Consolidated Senior Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) (i) Consolidated Senior Secured Indebtedness as of such date less (ii) Qualified Cash as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.
“Consolidated Total Assets” means, as of any date of determination, the total assets reflected on the consolidated balance sheet of PRA and its Subsidiaries as of the end of the most recently ended fiscal quarter of PRA for which an internal balance sheet is available, on a consolidated basis determined in accordance with GAAP (and, in the case of any determination relating to any incurrence of Indebtedness, any Lien or any Investment, on a pro forma basis including any property or assets being acquired in connection therewith).
“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (a)(i) Consolidated Funded Indebtedness as of such date less (ii) Qualified Cash as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.
“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
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“CORRA” means the Canadian Overnight Repo Rate Average administered and published by the CORRA administrator).
“CORRA Administrator” means the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or, in each case, any successor thereto.
“Covered Party” has the meaning specified in Section 11.25.
“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
“Credit Party” has the meaning specified in Section 11.16.
“Daily Compounded CORRA” means, for any day in an Interest Period, CORRA with interest accruing on a compounded daily basis, with the methodology and conventions for this rate (which will include compounding in arrears with a lookback of five (5) Business Days) being established by the Agent in accordance with the methodology and conventions for this rate selected or recommended by the CORRA Administrator for determining compounded CORRA for business loans, plus the Daily Compounded CORRA Adjustment for such Interest Period; provided that if the Agent decides that any such convention is not administratively feasible for the Agent, then the Agent may establish another convention in its reasonable discretion; provided, that, if the rate as so determined would be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement.
“Daily Compounded CORRA Adjustment” means 0.29547% (29.547 basis points) for an Interest Period of one-months’ duration and 0.32138% (32.138 basis points) for an Interest Period of three-months’ duration.
“Daily Compounded CORRA Loan” means a Loan that bears interest at a rate based on Daily Compounded CORRA.
“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day that is five U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator. Any change in Daily Simple SOFR shall be effective from and including the date of such change without further notice. If the rate as so determined would be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement.
“Daily Simple SOFR Loan” means a Loan that bears interest at a rate based on Daily Simple SOFR.
“Debt Issuance” means the issuance by any Loan Party or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 8.03.
“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect, including, if applicable, the Companies’ Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) and the Winding-up and Restructuring Act (Canada) and the restructuring provisions of applicable Canadian corporate statutes.
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“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that (x) with respect to a Term SOFR Loan, a Daily Compounded CORRA Loan or a Term CORRA Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (y) with respect to a Canadian Prime Rate Loan, the Default Rate shall be an interest rate equal to (i) the Canadian Prime Rate plus (ii) the Applicable Rate, if any, applicable to Canadian Prime Rate Loans, plus (iii) 2% per annum, in each case to the fullest extent permitted by applicable Laws, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and PRA in writing that such failure is the result of such Lender’s good-faith and reasonable determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified PRA, the Administrative Agent, the L/C Issuers or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such Lender’s determination not to fund is reasonable and made in good faith, such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and such writing states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or PRA, to confirm in writing to the Administrative Agent and PRA that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and PRA), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-in Action; provided, that, a Lender shall not be a Defaulting Lender solely by virtue of (1) an Undisclosed Administration or (2) the ownership or acquisition of any Equity Interests in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
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Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefore by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to PRA, the L/C Issuers, the Swing Line Lender and each other Lender promptly following such determination.
“Designated Borrower” means the Subsidiary of PRA that joins as a Borrower pursuant to Section 2.02(f)(iii).
“Designated Borrower Joinder Agreement” has the meaning specified in Section 2.02(f)(iii).
“Designated Borrower Revolving Note” has the meaning specified in Section 2.11(a).
“Designated Borrower Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Designated Borrower arising under any Loan Document or otherwise with respect to any Designated Borrower Revolving Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Designated Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. The foregoing shall also include (a) all obligations under any Swap Contract between the Designated Borrower and any Swap Bank that is permitted to be incurred pursuant to Section 8.03(d) and (b) all obligations under any Treasury Management Agreement between the Designated Borrower and any Treasury Management Bank.
“Designated Borrower Revolving Commitments” has the meaning specified in Section 2.02(f)(iii).
“Designated Borrower Revolving Lenders” has the meaning specified in Section 2.02(f)(iii).
“Designated Borrower Revolving Loans” has the meaning specified in Section 2.02(f)(iii).
“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.
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“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Loan Party or any Subsidiary (including the Equity Interests of any Subsidiary), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding (a) the sale, lease, license, transfer or other disposition of inventory, accounts or assets in the ordinary course of business and in the ordinary course of business portfolio management which may include sales from portfolios acquired in the ordinary course of business under joint bids where PRA is the lead purchaser; (b) the sale, lease, license, transfer or other disposition in the ordinary course of business of surplus, obsolete or worn out property no longer used or useful in the conduct of business of any Loan Party and its Subsidiaries; (c) any sale, lease, license, transfer or other disposition of property to any Loan Party or any Subsidiary; provided, that (i) if the transferor of such property is PRA or a Guarantor, the transferee thereof must be a Loan Party (other than the Designated Borrower, the Canadian Borrower or a Canadian Guarantor), (ii) if the transferor of such property is the Designated Borrower, the Canadian Borrower or a Canadian Guarantor, the transferee thereof must be a Loan Party (except that, in the case of a transfer by a Designated Borrower, the transferee may not be the Canadian Borrower or a Canadian Guarantor, in the case of a transfer by the Canadian Borrower or a Canadian Guarantor, the transferee may not be a Designated Borrower) and (iii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 8.02, (d) any Involuntary Disposition, (e) any lease, license or sublicense of property to third parties in the ordinary course of business, (f) the sale of NFR Assets, (g) the use of cash and Cash Equivalents, (h) dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar or replacement property or (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such similar or replacement property, (i) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with the applicable Borrower’s or such Subsidiary’s commercially reasonable judgment; (j) the abandonment, termination or other disposition of IP Rights or leasehold interests in property in the ordinary course of business; (k) dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and (l) any sale, lease, license, transfer or other disposition of property to a Permitted Purchase Obligations SPV in a transaction which would be permitted under the Permitted Purchase Obligation.
“DNB” means DNB Bank ASA.
“Dollar” and “$” mean lawful money of the United States.
“Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount and (b) if such amount is expressed in Canadian Dollars, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of Dollars with the Canadian Dollar last provided (either by publication or otherwise provided to the Administrative Agent or the applicable L/C Issuer, as applicable) by the applicable Reuters source (or such other publicly available source for displaying exchange rates) on the date that is two (2) Business Days immediately preceding the date of determination (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent or the applicable L/C Issuer, as applicable, using any method of determination it deems appropriate in its sole discretion). Any determination by the Administrative Agent or the L/C Issuer pursuant to clause (b) above shall be conclusive absent manifest error.
“Domestic Borrowing Base” means an amount equal to the sum of (a) 35% of Estimated Remaining Collections of all Eligible Asset Pools plus (b) 55% of Estimated Remaining Collections of all Insolvency Eligible Asset Pools plus (c) 75% of Eligible Accounts, in each case as determined by the Administrative Agent by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 7.02(b) or, if elected by the applicable Borrower, pursuant to a Pro Forma Borrowing Base Certificate, as applicable. The Administrative Agent and/or Lenders agree that any amendment entered into solely to alter the rate of Estimated Remaining Collections shall not require an amendment fee to be payable by any Loan Party.
“Domestic Revolving Borrowing” means a Borrowing comprised of Domestic Revolving Loans.
“Domestic Revolving Commitment” means, as to each Domestic Revolving Lender, its obligation to (a) make Domestic Revolving Loans to PRA pursuant to Section 2.01, (b) purchase participations in L/C Obligations and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Revolving Lender’s name on Schedule 2.01, in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in any agreement pursuant to Section 2.02(f) hereof to which such Lender is a party, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
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“Domestic Revolving Exposure” means the aggregate Outstanding Amount of the Domestic Revolving Loans of any Domestic Revolving Lender, plus such Domestic Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Domestic Revolving Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans.
“Domestic Revolving Lender” means each Lender with a Domestic Revolving Commitment.
“Domestic Revolving Loan” has the meaning specified in Section 2.01(a).
“Domestic Revolving Note” has the meaning specified in Section 2.11(a).
“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any state of the United States or the District of Columbia.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Electronic Copy” shall have the meaning specified in Section 11.16.
“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.
“Eligible Accounts” means Accounts created by PRA or any Guarantor (other than a Canadian Guarantor) that in each case satisfy the criteria set forth below as reasonably determined in accordance with the Administrative Agent’s customary practices. In general, Accounts shall be Eligible Accounts if:
(a)such Accounts arise from the actual and bona fide sale and delivery of goods by PRA or such Guarantor or rendition of services by PRA or such Guarantor in the ordinary course of its business which transactions are completed in accordance with the terms and provisions contained in any documents related thereto;
(b)such Accounts are not unpaid more than (i) ninety (90) days after the date of the original invoice therefor or (ii) more than sixty (60) days after the date of the original due date therefor; provided, that the Administrative Agent may in its discretion deem Accounts for which PRA or such Guarantor has granted extended trade terms to be Eligible Accounts;
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(c)such Accounts do not arise from sales on consignment, guaranteed sale, sale and return, sale on approval, or other terms under which payment by the account debtor may be conditional or contingent;
(d)the chief executive office of the account debtor with respect to such Accounts is located in the United States of America or Canada;
(e)such Accounts do not consist of progress billings (such that the obligation of the account debtors with respect to such Accounts is conditioned upon PRA’s or such Guarantor’s satisfactory completion of any further performance under the agreement giving rise thereto), bill and hold invoices or retainage invoices, except as to bill and hold invoices, if the Administrative Agent shall have received an agreement in writing from the account debtor, in form and substance satisfactory to the Administrative Agent, confirming the unconditional obligation of the account debtor to take the goods related thereto and pay such invoice;
(f)the account debtor with respect to such Accounts has not asserted a counterclaim, defense or dispute and is not owed or does not claim to be owed any amounts that may give rise to any right of setoff or recoupment against such Accounts (but the portion of the Accounts of such account debtor in excess of the amount at any time and from time to time owed by PRA or such Guarantor to such account debtor or claimed owed by such account debtor shall be deemed Eligible Accounts);
(g)there are no facts, events or occurrences which would materially impair the validity, enforceability or collectability of such Accounts or reduce the amount payable or delay payment thereunder;
(h)such Accounts are subject to the first priority, valid and perfected security interest of the Administrative Agent;
(i)neither the account debtor nor any officer or employee of the account debtor with respect to such Accounts is an officer, employee, agent or other Affiliate of PRA or any Guarantor;
(j)the account debtors with respect to such Accounts are not any foreign government, the United States of America, any department, agency or instrumentality thereof, unless, if the account debtor is the United States of America, any department, agency or instrumentality thereof, upon Administrative Agent’s request, the Federal Assignment of Claims Act of 1940, as amended, has been complied with in a manner satisfactory to the Administrative Agent;
(k)there are no proceedings or actions which are threatened or pending against the account debtors with respect to such Accounts which might result in any material adverse change in any such account debtor’s financial condition (including, without limitation, any bankruptcy, dissolution, liquidation, reorganization or similar proceeding);
(l)such Accounts are not owed by an account debtor who has Accounts unpaid more than the periods permitted in clause (b) of this definition which constitute more than fifty percent (50%) percent of the total Accounts of such account debtor; and
(m)such Accounts are owed by account debtors deemed creditworthy at all times by the Administrative Agent in good faith in its commercially reasonable discretion.
The criteria for Eligible Accounts set forth above may only be changed and any new criteria for Eligible Accounts may only be established by the Super-Majority Lenders in good faith based on either: (i) an event, condition or other circumstance arising after the date hereof, and the change or new criteria for Eligible Accounts has a reasonable relationship to such event, condition or circumstance and is not duplicative of any reserve or other criteria, or (ii) an event, condition or other circumstance existing on the date hereof to the extent Administrative Agent or any Lender has no written notice thereof from PRA prior to the date hereof, in either case under clause (i) or (ii) which adversely affects or could reasonably be expected to adversely affect the Accounts in the good faith determination of the Super-Majority Lenders.
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Any Accounts that are not Eligible Accounts shall nevertheless be part of the Collateral. For the avoidance of doubt, Eligible Accounts shall not include any Accounts or Receivables included in the determination of Estimated Remaining Collections. For the avoidance of doubt, it is understood and agreed that “Eligible Accounts” shall not include any Canadian Eligible Accounts.
“Eligible Asset Pools” means those existing Asset Pools accepted by the Lenders on the Restatement Date and newly acquired Asset Pools of PRA and the Guarantors (which shall exclude, for purposes of this definition, Canadian Guarantors) acquired from Asset Pool Sellers not affiliated with PRA or any Guarantor, that in each case, (i) are not Insolvency Eligible Asset Pools, and (ii) meet all of the following requirements:
(a)the Receivables in such Asset Pool, taken as a whole, comply in all material respects with all applicable laws and regulations, including, but not limited to, truth in lending and credit disclosure laws and regulations;
(b)all amounts and information appearing on the applicable Asset Pool Report furnished to the Administrative Agent and the Lenders in connection therewith are true and correct in all material respects;
(c)PRA or a Guarantor has good and marketable title and has the right to pledge, assign and deliver the Assets of such Asset Pool, free from all liens, claims, encumbrances or security interests whatsoever; provided that such Assets may be subject to recall or putback rights;
(d)no more than one percent (1%) of the number of Receivables in such Asset Pool constitute Receivables with respect to which the Account Debtor thereon or any guarantor thereof is employed by or related to PRA or any Guarantor or is PRA or any Guarantor;
(e)to the knowledge of a Responsible Officer no condition exists that materially and adversely affects the Estimated Remaining Collections of the Asset Pool; and
(f)since the acquisition of the Asset Pool by PRA or the Guarantors, no sale of any Receivable within the Asset Pool has occurred except arms length sales to non-affiliated third parties.
“Eligible Assets” means property that is used or useful in the same or a similar line of business as PRA, the Canadian Borrower, as applicable, and their Subsidiaries were engaged in on the Restatement Date (or any reasonable extensions or expansions thereof or any business ancillary thereto).
“Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).
“EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.
“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.
“Environmental Laws” means any and all federal, state, local, foreign and other applicable statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any Hazardous Materials into the environment.
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“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of PRA, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with PRA within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).
“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of PRA or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by PRA or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any material liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon PRA or any ERISA Affiliate.
“Erroneous Payment” has the meaning specified in Section 10.13(a).
“Erroneous Payment Deficiency Assignment” has the meaning specified in Section 10.13(d).
“Erroneous Payment Impacted Class” has the meaning specified in Section 10.13(d).
“Erroneous Payment Return Deficiency” has the meaning specified in Section 10.13(d).
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“Erroneous Payment Subrogation Rights” has the meaning specified in Section 10.13(e).
“Estimated Remaining Collections” means the aggregate gross remaining cash collections which PRA or Portfolio Recovery Associates anticipate to receive from an Asset Pool as reflected in its Portfolio ERC Model accounting process. Such remaining amounts shall be calculated by PRA or Portfolio Recovery Associates (as the case may be) in accordance with GAAP and in a manner consistent with past practice and with the methodology employed in the reporting of Estimated Remaining Collections in PRA’s public filings; provided, however, the manner and method of computing Estimated Remaining Collections and all assumptions made in connection therewith shall be explained by PRA to the Administrative Agent in reasonable detail promptly upon the Administrative Agent’s reasonable request (in addition, at the request of the Administrative Agent, at the time of such explanation to the Administrative Agent or on one additional occasion, PRA will explain the manner and method of computing Estimated Remaining Collections and all assumptions made in connection therewith to the Lenders present for such explanation). Any material deviation from the current method and assumptions used in computing Estimated Remaining Collections must be acceptable to the Super-Majority Lenders in their sole and absolute discretion. For the avoidance of doubt, it is understood and agreed that “Estimated Remaining Collections” shall not include any Canadian Estimated Remaining Collections.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“European Multicurrency Revolving Credit Facility” means that certain Multicurrency Revolving Credit Facility Agreement, originally dated as of November 23, 2022 (as may be amended, modified, supplemented, released, discharged, extended, restated or amended and restated from time to time), by and among PRA Group Europe Holding S.à.r.l., as borrower, the guarantors party thereto from time to time, the lenders party thereto from time to time and DNB, as the facility agent and security agent.
“Event of Default” has the meaning specified in Section 9.01.
“Excluded Domestic Subsidiary” means any Domestic Subsidiary of PRA substantially all of the assets of which consist (directly or indirectly through one or more Excluded Domestic Subsidiaries) of equity securities of one or more “controlled foreign corporations” as defined in Section 957 of the Internal Revenue Code.
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“Excluded Property” means, with respect to any Loan Party, including any Person that becomes a Loan Party after the Restatement Date as contemplated by Section 7.12, (a) any owned or leased real property, unless requested by the Required Lenders after an Event of Default shall have occurred and is continuing, (b) any personal property (including, without limitation, motor vehicles) in respect of which perfection of a Lien is not either (i) governed by the UCC or the PPSA, as applicable, or (ii) effected by appropriate evidence of the Lien being filed in either the United States Copyright Office, the United States Patent and Trademark Office or the Canadian Intellectual Property Office, unless requested by the Administrative Agent or the Required Lenders, (c) the Equity Interests of (i) any Foreign Subsidiary not directly owned by any such Loan Party and (ii) any Excluded Domestic Subsidiary or direct Foreign Subsidiary of a Loan Party to the extent not required to be pledged to secure the Obligations pursuant to Section 7.14(a), (d) any property which, subject to the terms of Section 8.09, is subject to a Lien of the type described in Section 8.01(i) pursuant to documents which prohibit such Loan Party from granting any other Liens in such property, (e) any lease, license, contract, property right or agreement to which any Loan Party is a party or any of its rights or interests thereunder if and only for so long as the grant of a Lien in any such lease, license, contract, property right or agreement will (i) violate any law, rule or regulation applicable to such Loan Party, (ii) result in or will constitute a breach, termination, or default under any such lease, license, contract, property right or agreement, (iii) result in or will constitute the abandonment, invalidation or enforceability of any right, title or interest of such Loan Party in any such lease, license, contract, property right or agreement, or (iv) requires any consent not obtained by such Loan Party under any such lease, license, contract, property right or agreement, (f) (i) deposit accounts established solely for the purpose of funding payroll, payroll taxes, withholding tax, employee wage and benefit payments and other tax and employee fiduciary accounts and (ii) other deposit accounts and other similar accounts of any Loan Party (and all cash, cash equivalents and other securities or investments held therein) with an average balance for all accounts excluded by this clause (f)(ii) not in excess of $1,000,000 in the aggregate for all such accounts, (g) trust accounts maintained solely on behalf of a Loan Party’s customers in the ordinary course of business; (h) any “intent to use” trademark applications for which a statement of use has not been filed, but only until such statement is filed with, and accepted by, the United States Patent and Trademark Office or the Canadian Intellectual Property Office, but only to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such “intent to use” trademark applications; and (i) any assets for which the Administrative Agent determines that the costs of obtaining a security interest is excessive in relation to the value of the security to be afforded thereby or obtaining such security interest is not commercially practicable.
“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 4.08 and any other “keepwell, support or other agreement” for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Guarantors) at the time the Guaranty of such Loan Party, or a grant by such Loan Party of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by PRA under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any withholding taxes imposed under FATCA.
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“Existing Credit Agreement” has the meaning given to such term in the recitals to this Agreement.
“Extraordinary Receipt” means cash (a) proceeds of insurance of PRA, the Canadian Borrower or any Guarantor (excluding any key man life insurance and excluding proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) and (b) proceeds from any condemnation or other taking for public use of, any Property of PRA, the Canadian Borrower or any Guarantor.
“Facilities” means, at any time, a collective reference to the facilities and real properties owned, leased or operated by any Loan Party or any Subsidiary.
“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreement entered into in connection with the foregoing.
“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
“Fee Letter” means the letter agreement, dated September 30, 2024 among PRA, Truist Bank and Truist Securities.
“Foreign Lender” means (a) if the applicable Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the applicable Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.
“FRB” means the Board of Governors of the Federal Reserve System of the United States.
“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.
“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
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“Fundamental Change” has the meaning given to such term (or analogous term) in the definitive documentation for the Permitted Convertible Notes or other unsecured Indebtedness permitted pursuant to Section 8.03(o).
“Funded Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a)the outstanding principal amount of: (i) all obligations for borrowed money, whether current or long-term (including the Obligations), and (ii) all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b)all purchase money Indebtedness;
(c)the principal portion of all obligations under conditional sale or other title retention agreements relating to property purchased by PRA or any Subsidiary (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);
(d)all obligations arising under unreimbursed draws under letters of credit (including standby and commercial), bank guaranties, surety bonds and similar instruments;
(e)all obligations in respect of the deferred purchase price of property or services (other than (x) trade accounts payable in the ordinary course of business and (y) such obligations incurred under ERISA) (for the avoidance of doubt, such deferred purchase price of property or services shall not include accrued bonuses or other compensation) including any (I) obligations in respect of earnouts, solely to the extent then due and payable and (II) obligations in respect of seller financing (but excluding any cash holdback retained in lieu of an escrow deposit in connection with a Permitted Acquisition, as long as such holdback is paid, settled or otherwise released within 24 months of the consummation of the associated Permitted Acquisition);
(f)the Attributable Indebtedness of Capital Leases, Permitted Purchase Obligations and Synthetic Leases;
(g)all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment on or prior to the 90th day following the Maturity Date in respect of any Equity Interests in such Person or any other Person (other than customary put rights or redemption obligations arising as a result of a change of control), valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;
(h)all Funded Indebtedness of others secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; provided that the amount of Funded Indebtedness with respect to such Person who has given such Lien under this clause (h) shall be deemed to be the lesser of the amount of such Indebtedness that is so secured and the fair market value of such property;
(i)all Guarantees with respect to Funded Indebtedness of the types specified in clauses (a) through (h) above of another Person; and
(j)all Funded Indebtedness of the types referred to in clauses (a) through (i) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, except to the extent that Funded Indebtedness is expressly made non-recourse (or such Person is not otherwise liable for such Funded Indebtedness) to such Person.
For purposes hereof, the amount of any direct obligation arising under letters of credit (including standby and commercial), bank guaranties, surety bonds and similar instruments shall be the maximum amount available to be drawn thereunder.
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For the avoidance of doubt, “Funded Indebtedness” shall not include any deferred Tax liabilities or Swap Contracts.
“GAAP” means generally accepted accounting principles in the United States, consistently applied and as in effect from time to time.
“Governmental Authority” means the government of the United States, Canada or any other nation, or of any political subdivision thereof, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, ministry, department, board, tribunal, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including the Financial Conduct Authority, the Prudential Regulation Authority and any supra-national bodies such as the European Union or the European Central Bank).
“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or other ordinary course indemnities or indemnities entered into in connection with dispositions, or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee referred to (x) in clause (a) shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made (or, if such Guarantee is limited by its terms to a lesser amount, such lesser amount) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith and (y) in clause (b) shall be the lesser of the amount referred to in clause (a) and the value of the property subject to such Lien. The term “Guarantee” as a verb has a corresponding meaning.
“Guarantors” means, collectively, (a) each Domestic Subsidiary and Canadian Subsidiary of PRA that is a Wholly Owned Subsidiary identified as a “Guarantor” on the signature pages hereto, (b) each Person that joins as a Guarantor pursuant to Section 7.12 or otherwise, (c) with respect to (i) Obligations under any Swap Contract between any Loan Party (other than PRA or any Specified Loan Party) and any Swap Bank that is permitted to be incurred pursuant to Section 8.03(d), (ii) Obligations under any Treasury Management Agreement between any Loan Party (other than PRA) and any Treasury Management Bank, (iii) any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 4.01 and 4.08) under the Guaranty, and (iv) the Designated Borrower Obligations, PRA and (v) the Canadian Borrower Obligations, PRA and the Canadian Guarantors, and (d) the successors and permitted assigns of the foregoing; provided, that, none of the Excluded Domestic Subsidiaries shall be “Guarantors” with respect to PRA’s Obligations under the Loan Documents.
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“Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent and the Lenders pursuant to Article IV.
“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
“Honor Date” has the meaning set forth in Section 2.03(c).
“Income from Operations” means, “income from operations” as it appears on PRA’s financial statements as filed with the SEC, excluding any one-time, non-recurring charges or unusual charges that are presented in accordance with GAAP in the operating income calculation appearing on PRA’s financial statements as filed with the SEC.
“Incremental Equivalent Debt” means one or more series of senior unsecured notes or loans, senior secured first lien or junior lien notes or loans, subordinated notes or loans, or secured (first lien or junior lien) or unsecured mezzanine Indebtedness, in the case of securities, whether issued in a public offering, Rule 144A or other private placement, or any bridge facility in lieu of any of the foregoing or otherwise, which may be secured by all or a portion of the Collateral (if at all) on a pari passu (but without regard to control of remedies) or junior basis with the Obligations, which Indebtedness is issued or made in lieu of increases to Aggregate Domestic Revolving Commitments, Canadian Revolving Commitments, Designated Borrower Revolving Commitments and/or Incremental Term Loans pursuant to an indenture, loan agreement, credit agreement, note purchase agreement or otherwise; provided that (i) PRA shall be in pro forma compliance with all financial covenants set forth in Section 8.11, (ii) such Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party, (iii) the interest rate (including margin and floors) applicable to any such Incremental Equivalent Debt will be determined by the Borrower and the Persons providing such Incremental Equivalent Debt, (iv) in the case of Incremental Equivalent Debt that is secured, (A) the obligations in respect thereof shall not be secured by any Lien on any asset other than any asset constituting Collateral, (B) the security agreements relating to such Incremental Equivalent Debt shall be substantially the same as the Collateral Documents (with such differences as are appropriate to reflect the nature of such Incremental Equivalent Debt and are otherwise reasonably satisfactory to the Administrative Agent) and (C) such Incremental Equivalent Debt shall be subject to a first lien intercreditor agreement or a second lien intercreditor agreement, as appropriate, or to other customary intercreditor or subordination arrangements reasonably acceptable to the Borrower and the Administrative Agent, (v) both immediately before and immediately after the incurrence of such Indebtedness (or, in the case of Indebtedness to be incurred in connection with a Permitted Acquisition or permitted Investment, on the date of the execution of (x) the definitive agreement in connection therewith and (y) any commitment in respect of such Incremental Equivalent Debt), no Event of Default shall exist, (vi) no Incremental Equivalent Debt shall mature earlier than the Latest Maturity Date (as of the time of incurrence of such Incremental Equivalent Debt), (vii) no Incremental Equivalent Debt shall have a weighted average life to maturity of less than the weighted average life to maturity as then in effect for the Term Loans outstanding as of the time of incurrence of such Incremental Equivalent Debt (prior to any extension thereto), (viii) any Incremental Equivalent Debt (to the extent secured by all or a portion of the Collateral on a pari passu basis with the Obligations) may provide for the ability to participate on a pro rata basis or less than pro rata basis (but not greater than a pro rata basis) in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis other than in connection with a refinancing thereof permitted hereunder) in any mandatory repayments or prepayments of principal of Term Loans hereunder and (ix) the covenants and events of default applicable to such Incremental Equivalent Debt shall not be, when taken as a whole, materially more favorable, to the holders of such Indebtedness than those applicable to the Revolving Loans and the Term Loans (except for (1) covenants or other provisions applicable only to periods after the Latest Maturity Date or (2) where this Agreement is amended such that the Lenders under the applicable Facility also receive the benefits of such more favorable terms other than any such provisions that apply after the Latest Maturity Date).
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“Incremental Term Loan” shall have the meaning provided in Section 2.01(f).
“Incremental Term Loan Commitment” means, as to each Incremental Term Loan Lender, the commitment of such Incremental Term Loan Lender to make the Incremental Term Loan hereunder pursuant to the Incremental Term Loan Lender Joinder Agreement; provided that, at any time after the funding of the Incremental Term Loan, determination of “Required Lenders” and “Super-Majority Lenders” shall include the Outstanding Amount of the Incremental Term Loan.
“Incremental Term Loan Lender” means each of the Persons identified as an “Incremental Term Loan Lender” in the Incremental Term Loan Lender Joinder Agreement, together with their respective successors and assigns.
“Incremental Term Loan Lender Joinder Agreement” means a joinder agreement, substantially in the form of Exhibit K, executed and delivered in accordance with the provisions of Section 2.02(f).
“Incremental Term Loan Maturity Date” shall be as set forth in the Incremental Term Loan Lender Joinder Agreement.
“Incremental Term Note” has the meaning specified in Section 2.11(a).
“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a)all Funded Indebtedness;
(b)the Swap Termination Value of any Swap Contract;
(c)all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) and (b) above of any other Person; and
(d)all Indebtedness of the types referred to in clauses (a) through (c) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which PRA or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to PRA or such Subsidiary or PRA or such Subsidiary is not otherwise liable for such Indebtedness.
For purposes of this definition, the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness. For the avoidance of doubt, Indebtedness shall not include (a) deferred or prepaid revenue or (b) Permitted Bond Hedge Transactions or Permitted Warrant Transactions.
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“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
“Indemnitees” has the meaning specified in Section 11.04(b).
“Information” has the meaning specified in Section 11.07.
“Insolvency Eligible Asset Pools” means Asset Pools of PRA or any Guarantor (which shall exclude, for purposes of this definition, Canadian Guarantors) in which the debtors are subject to a proceeding under an order from the Bankruptcy Code of the United States or to a proceeding under the Companies’ Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or the Winding-up and Restructuring Act (Canada) that in each case meet all of the following requirements:
(a)the Receivables in such Asset Pool, taken as a whole, comply in all material respects with all applicable laws and regulations, including, but not limited to, truth in lending and credit disclosure laws and regulations;
(b)all amounts and information appearing on the applicable Asset Pool Report furnished to the Administrative Agent and the Lenders in connection therewith are true and correct in all material respects;
(c)PRA or a Guarantor has good and marketable title and has the right to pledge, assign and deliver the Assets of such Asset Pool, free from all liens, claims, encumbrances or security interests whatsoever; provided that such Assets may be subject to recall or putback rights;
(d)no more than one percent (1%) of the number of Receivables in such Asset Pool constitute Receivables with respect to which the Account Debtor thereon or any guarantor thereof is employed by or related to PRA or any Guarantor or is PRA or any Guarantor;
(e)to the knowledge of a Responsible Officer no condition exists that materially and adversely affects the Estimated Remaining Collections of the Asset Pool; and
(f)since the acquisition of the Asset Pool by PRA or the Guarantors, no sale of any Receivable within the Asset Pool has occurred except arms length sales to non-affiliated third parties.
“Intangible Assets” means the amount of all unamortized debt discount and expense, goodwill, patents, trademarks, service marks, trade names, copyrights, organization or developmental expenses and other assets treated as intangible assets under GAAP (but not in any event including deferred taxes).
“Interest Payment Date” means (a) as to any Term SOFR Loan, Daily Compounded CORRA Loan and Term CORRA Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Term SOFR Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, any Daily Simple SOFR Loan or any Canadian Prime Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date.
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“Interest Period” means, as to each Term SOFR Loan, Daily Compounded CORRA Loan and Term CORRA Loan, the period commencing on the date such Term SOFR Loan, Daily Compounded CORRA Loan and Term CORRA Loan is disbursed or converted to or continued as a Term SOFR Loan, Daily Compounded CORRA Loan or Term CORRA Loan and ending on the date one, three or six months thereafter for a Term SOFR Loan and one or three months thereafter for a Daily Compounded CORRA Loan and a Term CORRA Loan (in each case, subject to availability for the interest rate applicable to the relevant currency), as selected by the applicable Borrower in its Loan Notice, or such other period that is twelve months or less requested by the applicable Borrower and consented to by all the Lenders; provided that:
(a)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Term SOFR Loan, Daily Compounded CORRA Loan or Term CORRA Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b)any Interest Period pertaining to a Term SOFR Loan, Daily Compounded CORRA Loan or Term CORRA Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(c)no Interest Period shall extend beyond the Maturity Date.
“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.
“Internal Revenue Service” or “IRS” means the United States Internal Revenue Service.
“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.
“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any of its Subsidiaries.
“IP Rights” has the meaning specified in Section 6.17.
“ISP” means, with respect to any Letter of Credit, the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time).
“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by an L/C Issuer and PRA (or any Subsidiary) or in favor of such L/C Issuer and relating to any such Letter of Credit.
“Judgment Currency” has the meaning specified in Section 11.22.
“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit G executed and delivered by a Domestic Subsidiary or Canadian Subsidiary that is a Wholly Owned Subsidiary in accordance with the provisions of Section 7.12.
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“Joint Lead Arrangers” means BofA Securities, Inc., MUFG Bank, Ltd. (f/k/a The Bank of Tokyo Mitsubishi UFJ, Ltd.), Fifth Third Bank, Capital One, N.A., DNB Markets, Inc., Citizens Bank, N.A., Regions Bank, and KeyBank, National Association, in their capacities as joint lead arrangers and joint bookrunners.
“Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Term Loan, any Aggregate Domestic Revolving Commitment, any Canadian Revolving Commitment, any Designated Borrower Revolving Commitment or any Incremental Term Loan, in each case as extended in accordance with this Agreement from time to time.
“Laws” means, collectively, all applicable international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any such Governmental Authority.
“L/C Advance” means, with respect to each Domestic Revolving Lender, such Domestic Revolving Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.
“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing of Domestic Revolving Loans.
“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.
“L/C Issuers” means (a) Truist Bank and (b) any Lender designated by PRA as an “L/C Issuer” hereunder and approved the Administrative Agent that has agreed to such designation, each in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.
“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
“Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto and their successors and assigns, each Person that executes a lender joinder agreement or commitment agreement in accordance with Section 2.02(f), each Canadian Revolving Lender, each Designated Borrower Revolving Lender and each Incremental Term Loan Lender and, as the context requires, includes the Swing Line Lender.
“Lender Parties” and “Lender Recipient Parties” mean, collectively, the Lenders, the Swing Line Lenders and the L/C Issuers.
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“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify PRA and the Administrative Agent.
“Letter of Credit” means any standby letter of credit issued hereunder.
“Letter of Credit Application” means an application and agreement for the issuance or amendment of a letter of credit in the form from time to time in use by an L/C Issuer.
“Letter of Credit Expiration Date” means the day that is thirty days prior to the Maturity Date for the Domestic Revolving Loans then in effect (or, if such day is not a Business Day, the next preceding Business Day).
“Letter of Credit Fee” has the meaning specified in Section 2.03(h).
“Letter of Credit Sublimit” means an amount equal to the lesser of (a) the Aggregate Domestic Revolving Commitments and (b) $25,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Domestic Revolving Commitments.
“Lien” means any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing) except for licenses of IP Rights owned by PRA or any Subsidiary which are granted in the ordinary course of business.
“Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a Domestic Revolving Loan, Canadian Revolving Loan, Designated Borrower Revolving Loan, Swing Line Loan, Term Loan or Incremental Term Loan.
“Loan Documents” means this Agreement, each Note, each Issuer Document, each Joinder Agreement, each Incremental Term Loan Lender Joinder Agreement, the Designated Borrower Joinder Agreement, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14 of this Agreement, the Collateral Documents, the Fee Letter and each other document, agreement or instrument that the Administrative Agent and PRA agree in writing shall constitute a “Loan Document”.
“Loan Notice” means a notice of (a) a Borrowing of Loans, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Term SOFR Loans, Daily Compounded CORRA Loans and Term CORRA Loans, in each case pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.
“Loan Parties” means, collectively, the Borrowers and each Guarantor.
“Mandatory Cost” means any amount incurred periodically by any Lender during the term of this Agreement which constitutes fees, costs or charges imposed on lenders generally in the jurisdiction in which such Lender is domiciled, subject to regulation, or has its Lending Office by any Governmental Authority.
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“Master Agreement” has the meaning set forth in the definition of “Swap Contract.”
“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the business, assets, properties or financial condition of PRA and its Subsidiaries taken as a whole; (b) a material impairment of the ability of PRA and the Guarantors, taken as a whole to perform their material obligations under any Loan Document; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.
“Maturity Date” means October 28, 2029.
“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 102% of the Fronting Exposure of the L/C Issuers with respect to Letters of Credit issued and outstanding at such time and (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of (x) Section 2.14(a)(i), an amount equal to 102% of the applicable L/C Borrowing or (y) Section 2.14(a)(ii) or (a)(iii), an amount equal to 102% of the Outstanding Amount of all L/C Obligations.
“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA and that is subject to Title IV of ERISA, to which PRA or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (which include PRA or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.
“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by any Loan Party or any Subsidiary in respect of any Disposition, Debt Issuance or Extraordinary Receipt, net of (a) direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees, and sales commissions or brokerage fees or commissions), (b) taxes paid or payable as a result thereof, (c) in the case of any Disposition, the amount necessary to retire any Indebtedness secured by a Permitted Lien on the related property, (d) all amounts that are set aside as a reserve (A) for adjustments in respect of the purchase price of any asset, (B) for any liabilities, to the extent such reserve is required by GAAP, and (C) for the payment of unassumed liabilities relating to the assets sold or otherwise disposed of (voluntarily or involuntarily) at the time of, or within 30 days after, the date of such sale or other disposition, and (e) any escrow for any contractual indemnification obligation; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by any Loan Party or any Subsidiary in any Disposition, Debt Issuance or Extraordinary Receipt; provided, however, that such net cash proceeds shall not include any such funds received by any Person in respect of any third party claim against such Person and applied to pay (or reimburse such Person for its prior payment of) such claim plus related costs and expenses.
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“NFR Assets” means the assets that are accounted for on the balance sheet of PRA filed with the SEC as “finance receivables”.
“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders.
“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.
“Non-SOFR Scheduled Unavailability Date” has the meaning specified in Section 3.03(c).
“Non-SOFR Successor Rate” has the meaning specified in Section 3.03(c).
“Note” or “Notes” means the Domestic Revolving Notes, the Canadian Revolving Notes, the Designated Borrower Revolving Notes, the Swing Line Note, the Term Notes and/or the Incremental Term Notes, individually or collectively, as appropriate.
“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. The foregoing shall also include (a) all obligations under any Swap Contract between any Loan Party and any Swap Bank that is permitted to be incurred pursuant to Section 8.03(d) and (b) all obligations under any Treasury Management Agreement between any Loan Party and any Treasury Management Bank; provided that the “Obligations” of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.
“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.
“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
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“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).
“Outstanding Amount” means (a) with respect to any Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by a Borrower of Unreimbursed Amounts.
“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, an L/C Issuer, or the Swing Line Lender, as the case may be (in each case, with respect to Obligations owing to such Person), in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in Canadian Dollars, an overnight rate determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, in accordance with banking industry rules on interbank compensation.
“Participant” has the meaning specified in Section 11.06(d).
“Participant Register” has the meaning specified in Section 11.06(d).
“Payment Recipient” has the meaning specified in Section 10.13(a).
“PBA” means the Pension Benefits Act (Ontario) or any other applicable provincial or federal pension standards legislation in Canada, in each case, including the regulations and rules promulgated thereunder, as amended from time to time, and any successor statute thereto.
“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.
“Pension Act” means the Pension Protection Act of 2006.
“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by PRA and any ERISA Affiliate or with respect to which PRA or any ERISA Affiliate has any liability and is either covered by Title IV of ERISA or is subject to minimum funding standards under Section 412 of the Internal Revenue Code.
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“Permitted Acquisitions” means Investments consisting of an Acquisition by a Loan Party or any of its Subsidiaries, provided that (i) no Default shall have occurred and be continuing or would result from such Acquisition, (ii) the property acquired (or the property of the Person acquired) in such Acquisition is used or useful in any lines of business of PRA or its Subsidiaries permitted under Section 8.07 (or any reasonable extensions or expansions thereof or any business ancillary thereto), (iii) within 30 days of such Acquisition (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion), the Administrative Agent shall have received all items in respect of the Equity Interests or property acquired in such Acquisition required to be delivered by the terms of Section 7.12 and/or Section 7.14, (iv) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (v) PRA shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Acquisition on a Pro Forma Basis, (a) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which PRA was required to deliver financial statements pursuant to Section 7.01(a) or (b), (vi) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date, (vii) if such transaction involves the purchase of an interest in a partnership between PRA (or a Subsidiary) as a general partner and entities unaffiliated with PRA or such Subsidiary as the other partners, such transaction shall be effected by having such equity interest acquired by a corporate holding company directly or indirectly wholly-owned by PRA newly formed for the sole purpose of effecting such transaction and (viii) the Consolidated Total Leverage Ratio immediately after giving effect to any such transaction pursuant to this definition on a Pro Forma Basis shall not be greater than 3.50 to 1.00.
“Permitted Bond Hedge Transactions” means one or more call or capped call options (or substantively equivalent derivative transaction) relating to PRA’s common stock (or other securities or property following a merger event or other change of the common stock of PRA) purchased by PRA in connection with the issuance of any Permitted Convertible Notes; provided that the purchase price for such Permitted Bond Hedge Transactions, less the proceeds received by PRA from the sale of any related Permitted Warrant Transactions, does not exceed the net proceeds received by PRA from the issuance of such Permitted Convertible Notes in connection with such Permitted Bond Hedge Transactions.
“Permitted Convertible Notes” means unsecured Indebtedness of PRA that is convertible into common stock of PRA (or other securities or property following a merger event or other change of common stock of PRA) and/or cash (in an amount determined by reference to the price of such common stock) (including the related indenture).
“Permitted Investments” means, at any time, Investments by any Loan Party or any of its Subsidiaries permitted to exist at such time pursuant to the terms of Section 8.02.
“Permitted Liens” means, at any time, Liens in respect of property of any Loan Party or any of its Subsidiaries permitted to exist at such time pursuant to the terms of Section 8.01.
“Permitted Purchase Obligations” means any Indebtedness incurred by a Permitted Purchase Obligations SPV to finance or refinance the acquisition of performing, sub-performing or charged-off accounts, loans, receivables, mortgages, debentures or claims or other similar assets or instruments or portfolios thereof (including through the use of Right to Collect Accounts) purchased by such Permitted Purchase Obligations SPV, whether directly or through the acquisition of the Equity Interests of any Person owning such assets or otherwise, in an aggregate principal amount not exceeding at the time of the incurrence of such Permitted Purchase Obligations, together with any other Indebtedness represented by Permitted Purchase Obligations and then outstanding, (i) with respect to the Loan Parties, 20.0% of the sum of Estimated Remaining Collections attributable to the Asset Pool in North America (including, for this purpose, the Canadian Estimated Remaining Collections) or (ii) with respect to PRA and its Subsidiaries, 20.0% of the sum of Estimated Remaining Collections attributable to the global Asset Pool (including, for this purpose, the Canadian Estimated Remaining Collections), in each case, calculated in good faith on a pro forma basis by management as of the date of purchase of such performing, sub-performing or charged-off accounts, loans, receivables, mortgages, debentures or claims or other similar assets or instruments or such portfolios (including through the use of Right to Collect Accounts), provided that: (i) except for the granting of a Lien described in Section 8.01(aa), no portion of any Permitted Purchase Obligations or any other obligations (contingent or otherwise) of the applicable Permitted Purchase Obligations SPV (a) is guaranteed by PRA or any other Subsidiary, (b) is recourse to or obligates PRA or any other Subsidiary in any way, or (c) subjects any property or asset of PRA or any other Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof; (ii) neither PRA nor any other Subsidiary has any obligation to maintain or preserve the applicable Permitted Purchase Obligations SPV’s financial condition or cause such entity to achieve certain levels of operating results; and (iii) such Permitted Purchase Obligation is secured (if at all) only over the assets of, and Equity Interests of, the relevant Permitted Purchase Obligations SPV.
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“Permitted Purchase Obligations SPV” means a Wholly-Owned Subsidiary (i) which engages in no activities other than the acquisition of performing, sub-performing or charged-off accounts, loans, receivables, mortgages, debentures or claims, or other similar assets or instruments or portfolios thereof (including through the use of Right to Collect Accounts), the incurrence of Permitted Purchase Obligations to finance such acquisition and any business or activities incidental or related to such business and is set up in connection with the incurrence of Permitted Purchase Obligations, (ii) to which PRA or any Subsidiary contributes, loans or otherwise transfers no amounts in excess of amounts required, after giving effect to the incurrence of Permitted Purchase Obligations, to consummate the relevant purchase of assets and amounts required for incidental expenses, costs and fees for the set-up and continuing operations of such Permitted Purchase Obligations SPV, and (iii) all the Equity Interests of which is held by a Wholly-Owned Subsidiary which holds no other material assets.
“Permitted Subordinated Debt” means, any Indebtedness that has been subordinated to the Obligations on terms and conditions, and pursuant to documents, reasonably satisfactory to Administrative Agent and Required Lenders; provided that in connection with any incurrence of Permitted Subordinated Debt: (a) upon the incurrence of such Permitted Subordinated Debt, a Responsible Officer of PRA shall deliver a certificate to Administrative Agent and Lenders detailing that, after giving effect to such incurrence, PRA shall be in pro forma compliance with all financial covenants set forth in Section 8.11; (b) the Permitted Subordinated Debt shall not contain (i) any covenants (or defaults having the same effect as a covenant) that are more restrictive than those covenants or defaults set forth herein or (ii) any cross-default provisions to the Loan Documents; (c) the other terms of such Permitted Subordinated Debt taken as a whole shall not be more restrictive than those set forth herein; (d) the lender extending such Permitted Subordinated Debt is not an Affiliate of PRA; (e) the terms of such Permitted Subordinated Debt shall not require any principal payments, redemption, amortization, prepayments, repurchases or defeasance prior to ninety-one (91) days after the Maturity Date; and (f) any liens securing such Permitted Subordinated Debt shall be subordinated to the Liens granted in favor of the Administrative Agent in a manner reasonably satisfactory to the Required Lenders.
“Permitted Warrant Transactions” means one or more call options, warrants or rights to purchase (or substantively equivalent derivative transaction) relating to PRA’s common stock (or other securities or property following a merger event or other change of the common stock of PRA) sold by PRA substantially concurrently in connection with any purchase by PRA of a related Permitted Bond Hedge Transaction.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of PRA or any ERISA Affiliate or any such Plan to which PRA or any ERISA Affiliate is required to contribute on behalf of any of its employees, but in all cases, excluding a Multiemployer Plan.
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“Platform” has the meaning specified in Section 7.02.
“Pledge Agreement” means the second amended and restated pledge agreement dated as of the Restatement Date executed in favor of the Administrative Agent, for the benefit of the holders of the Obligations, by each of the Loan Parties, as amended or modified from time to time in accordance with the terms hereof.
“Portfolio ERC Model” means the models and methodologies that PRA, Portfolio Recovery Associates, Canadian Borrower or Canadian Guarantor, as applicable, uses to account for its loan portfolios and those of its Subsidiaries, consistently with its most recent audited financial statements as of such date of determination.
“Portfolio Recovery Associates” means Portfolio Recovery Associates, LLC, a Delaware limited liability company.
“PPSA” means the Personal Property Security Act (British Columbia) and the Regulations thereunder, as from time to time in effect, provided, however, if attachment, perfection or priority of the Administrative Agent’s security interests in any Collateral are governed by the personal property security laws of any jurisdiction other than British Columbia, PPSA shall mean those personal property security laws in such other jurisdiction for the purposes of the provisions hereof relating to such attachment, perfection or priority and for the definitions related to such provisions, including the Civil Code of Quebec, as applicable.
“PRA Group (UK) Revolving Credit Facility” means that certain credit facility (as may be amended, modified, supplemented, released, discharged, restated or amended and restated from time to time), by and among PRA Group Europe Holding I S.à.r.l, as borrower, the guarantors party thereto from time to time, the lenders party thereto from time to time and MUFG Bank, Ltd., as the facility agent.
“Prepayment Amount” means, as of any date of determination, an amount equal to the sum of (a) any voluntary prepayments of Term Loans and Incremental Term Loans, (b) any voluntary prepayments of Revolving Loans (to the extent accompanied by a corresponding permanent commitment reduction) and (c) any voluntary prepayments of the any other term loans, revolving loans or other Indebtedness of the Loan Parties, in each case, secured on a pari passu basis with the Term Loans (and in the case of any prepayment of revolving loans, to the extent accompanied by a corresponding permanent commitment reduction).
“Pro Forma Basis” means, for purposes of calculating (a) the financial covenants set forth in Section 8.11 (including for purposes of determining the Applicable Rate), that any Disposition, Involuntary Disposition, Acquisition, acquisition of any debt portfolio or Restricted Payment shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding the date of such transaction for which PRA was required to deliver financial statements pursuant to Section 7.01(a) or (b) and (b) the Domestic Borrowing Base or Canadian Borrowing Base in connection with the delivery of a Pro Forma Borrowing Base Certificate, that any acquisition of any debt portfolio shall be deemed to have occurred as of the first day of the most recent month preceding the date of such transaction for which PRA was required to deliver a Borrowing Base Certificate or Canadian Borrowing Base Certificate, as applicable, pursuant to Section 7.02(b).
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In connection with the foregoing, (a) with respect to any Disposition or Involuntary Disposition, income statement and cash flow statement items (whether positive or negative) attributable to the property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction, (b) with respect to any Acquisition, (i) income statement items attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for PRA and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements or other information reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness incurred or assumed by PRA or any Subsidiary (including the Person or property acquired) in connection with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination and (c) Estimated Remaining Collections, Eligible Asset Pools, Eligible Insolvency Asset Pools, Eligible Accounts, Canadian Estimated Remaining Collections, Canadian Eligible Asset Pools, Canadian Insolvency Eligible Asset Pools and Canadian Eligible Accounts shall be calculated to include the debt portfolios acquired during such month and designated in the applicable Pro Forma Borrowing Base Certificate.
“Pro Forma Borrowing Base Certificate” means a certificate of a Responsible Officer of PRA in the form of Exhibit I or I-2, as applicable, containing reasonably detailed calculations of the Domestic Borrowing Base or the Canadian Borrowing Base, as applicable, as of the most recent month end for which PRA was required to deliver a Borrowing Base Certificate or Canadian Borrowing Base Certificate pursuant to Section 7.02(b), but giving effect to an acquisition of debt portfolios by the applicable Borrower; provided that (a) any such acquisition must be for an aggregate purchase price of at least (x) Ten Million Dollars ($10,000,000) with respect to any acquisition of U.S. debt portfolios for which a Borrowing Base Certificate is delivered and (y) Five Million Dollars ($5,000,000) with respect to any acquisition of Canadian debt portfolios for which a Canadian Borrowing Base Certificate is delivered and (b) (i) no more than four (4) Pro Forma Borrowing Base Certificates may be delivered per calendar year in connection with the delivery of a Borrowing Base Certificate and (ii) no more than four (4) Pro Forma Borrowing Base Certificates may be delivered per calendar year in connection with the delivery of a Canadian Borrowing Base Certificate.
“Pro Forma Compliance Certificate” means a certificate of a Responsible Officer of PRA containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter end for which PRA was required to deliver financial statements pursuant to Section 7.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.
“Protective Rights” means any preference, priority or similar rights customarily sought by a seller of finance receivables in Australia or other relevant markets outside the United States whereby the seller has the option to repurchase Receivables at a predetermined price in circumstances where the buyer suffers an event (including, but not limited to, an insolvency or pre-insolvency event) which would or may reasonably be expected to result in a negative impact to customers or to the reputation of the seller.
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
“Public Lender” has the meaning specified in Section 7.02.
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“Purchase Agreement” means the agreement between PRA, the Canadian Borrower or any Guarantor and any Asset Pool Seller for the purchase of an Asset Pool.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
“QFC Credit Support” has the meaning specified in Section 11.25.
“Qualified Cash” means, at any time of determination, the aggregate balance sheet amount of unrestricted cash and, to the extent readily monetized, Cash Equivalents included in the consolidated balance sheet of PRA and its Subsidiaries as of such time that (i) is free and clear of all Liens other than Liens in favor of the Administrative Agent and non-consensual Permitted Liens, (ii) may be applied to payment of the Obligations under the Loan Documents without violating any law, contract or other agreement, (iii) is on deposit with one or more financial institutions in the United States or Canada and (iv) maintained in an account with the Administrative Agent or subject to a deposit account control agreement, in form and substance reasonably acceptable to Administrative Agent, in favor of Administrative Agent.
“Qualified ECP Guarantor” means at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
“Receivable” shall mean a purchased account established for a bank credit card, retail credit card, consumer installment loan, auto loan, line of credit, commercial loan or any other loan, any right to payment associated with life settlements, any indebtedness related to the provision of goods or services or any claim, right to payment or recovery or indebtedness or similar item evidencing past or future payment obligations of any type which can be evaluated and valued by PRA’s or the Canadian Borrower’s (or any Subsidiary’s) models, in each case purchased by PRA, the Canadian Borrower or a Guarantor and any reasonable extension or expansion thereof, as set forth and described in a Purchase Agreement, and all unpaid balances due with respect to such Receivable, together with (to the extent available) all documents evidencing such agreement to make payment of such unpaid balances, including, without limitation, each credit card application or agreement, and each promissory note, receivable, obligation, chattel paper, payment agreement, contract, installment sale agreement or other obligation or promise to pay, all as described and referred to in a Purchase Agreement.
“Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.
“Recoveries Applied to Negative Allowance” means the measurement of recoveries minus portfolio income in accordance with ASC 326 and pursuant to GAAP.
“Register” has the meaning specified in Section 11.06(c).
“Regulation U” means Regulation U of the FRB, as in effect from time to time and all official rulings and interpretations thereunder or thereof.
“Related Business” means any business in which PRA or any of its Subsidiaries was engaged on the Restatement Date and any business reasonably related, ancillary, adjacent, incidental, similar or complementary to such business or are extensions or developments thereof.
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“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
“Relevant Rate” means with respect to any Borrowing denominated in (a) Dollars, SOFR or (b) Canadian Dollars, Daily Compounded CORRA or Term CORRA, as applicable.
“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.
“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.
“Required Designated Borrower Revolving Lenders” means, as of any date of determination, Designated Borrower Revolving Lenders having more than 50% of the Aggregate Designated Borrower Revolving Commitments, or if the Designated Borrower Revolving Commitment of each Designated Borrower Revolving Lender has been terminated, Designated Borrower Revolving Lenders holding in the aggregate more than 50% of the outstanding Designated Borrower Revolving Loans. The Commitments of any Defaulting Lender that is a Designated Borrower Revolving Lender shall be disregarded in determining Required Designated Borrower Revolving Lenders at any time.
“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or applicable L/C Issuer, as the case may be, in making such determination.
“Rescindable Amount” has the meaning as defined in Section 2.12(b)(ii).
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, global controller, global treasurer or general counsel of PRA and, solely for purposes of the delivery of certificates pursuant to Sections 5.01 or 7.12(b), the secretary or any assistant secretary of PRA and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of PRA or the applicable Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of PRA or the applicable Loan Party. In each case, to the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and appropriate authorization documentation, in form and substance satisfactory to the Administrative Agent.
“Restatement Date” means the date hereof.
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“Restricted Amount” has the meaning specified in Section 2.05(b)(vii).
“Restricted Payment” means (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of any Loan Party or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or on account of any return of capital to PRA’s stockholders, partners or members (or the equivalent Person thereof), or any setting apart of funds or property for any of the foregoing, (b) the initial premium amount for a Permitted Bond Hedge Transaction less the proceeds received by PRA from the sale of any related Permitted Warrant Transactions, (c) any payment made in cash to holders of Permitted Convertible Notes in excess of the original principal amount thereof and interest thereon (together with cash in lieu of any fractional shares), unless and to the extent that a corresponding amount is received in cash (whether through a direct cash payment or a settlement in shares of stock that are immediately sold for cash) substantially contemporaneously (or a commercially reasonable period of time prior to or after such cash payment to such holders) from the other parties to a Permitted Bond Hedge Transaction relating to such Permitted Convertible Notes, and (d) any cash payment made in connection with the settlement of a Permitted Warrant Transaction (or the portion thereof remaining after giving effect to any netting or set-off against termination or similar payments under an applicable Permitted Bond Hedge Transaction) solely to the extent PRA has the right to elect to satisfy such payment obligation through the issuance of shares of common stock but declines to make such election; provided, notwithstanding anything in the foregoing to the contrary, neither the conversion of convertible debt or Permitted Warrant Transactions into capital stock (including cash for fractional shares), nor the purchase, redemption, retirement, acquisition, cancellation or termination of convertible debt or Permitted Warrant Transactions made with Equity Interests shall be a Restricted Payment.
“Revolving Loan” means a Domestic Revolving Loan, a Canadian Revolving Loan or a Designated Borrower Revolving Loan, as the case may be.
“Revolving Note” has the meaning specified in Section 2.11(a).
“Right to Collect Account” means a performing, sub-performing or charged-off account, loan, receivable, mortgage, debenture or claim or other similar asset or instrument that is owned by a Person that is not PRA or one of its Subsidiaries (a “Third Party”) and in respect of which (a) such Third Party is unable or unwilling to dispose of the relevant performing, sub-performing or charged-off account, loan, receivable, mortgage, debenture or claim or other similar asset or instrument to PRA or a Subsidiary; and (b) PRA or a Subsidiary is entitled to collect and retain substantially all of the amounts due under such performing, sub-performing or charged-off account, loan, receivable, mortgage, debenture or claim or other similar asset or instrument, or to receive amounts equivalent thereto.
“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.
“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in Canadian Dollars, same day or other funds as may be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in Canadian Dollars.
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“Sanctions” means any international economic sanction or anti-terrorism measure administered or enforced by the United States government (including, without limitation, OFAC), the United Nations Security Council, the European Union, His Majesty’s Treasury, the Government of Canada, the Norwegian State or other relevant sanctions authority.
“Scheduled Unavailability Date” has the meaning specified in Section 3.03(c).
“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“Security Agreement” means the second amended and restated security agreement dated as of the Restatement Date executed in favor of the Administrative Agent, for the benefit of the holders of the Obligations, by each of the Loan Parties, as amended or modified from time to time in accordance with the terms hereof.
“SOFR” means the Secured Overnight Financing Rate as administered by the SOFR Administrator.
“SOFR Administrator” means the Federal Reserve Bank of New York, as the administrator of SOFR, or any successor administrator of SOFR designated by the Federal Reserve Bank of New York or other Person acting as the SOFR Administrator at such time that is satisfactory to the Administrative Agent.
“SOFR Loan” means a Loan that bears interest at Term SOFR or Daily Simple SOFR.
“SOFR Scheduled Unavailability Date” has the meaning specified in Section 3.03(b).
“SOFR Successor Rate” has the meaning specified in Section 3.03(b).
“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (e) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“Specified Loan Party” means any Loan Party or Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 19 of the AGG Guaranty Agreement).
“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.
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Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of PRA.
“Subsidiary Guarantors” means each Domestic Subsidiary of PRA that is a Wholly Owned Subsidiary identified as a “Guarantor” on the signature pages hereto, and each other Wholly Owned Domestic Subsidiary that joins as a Subsidiary Guarantor pursuant to Section 7.12, together with their successors and permitted assigns; provided that, “Subsidiary Guarantor” shall not include any Excluded Domestic Subsidiaries or Permitted Purchase Obligations SPVs.
“Successor Rate” has the meaning specified in Section 3.03(c).
“Sufficient Liquidity” means cash and Cash Equivalents (including, without limitation, availability under the Domestic Revolving Commitments) in an aggregate amount equal to 115% of the sum of the principal amount of the Permitted Convertible Notes contemplated to be paid by PRA in cash.
“Super-Majority Lenders” means Lenders having Total Credit Exposures representing more than 66 2/3% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Super-Majority Lenders at any time; provided that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or the applicable L/C Issuer, as the case may be, in making such determination.
“Supported QFC” has the meaning specified in Section 11.25.
“Swap Bank” means (a) any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to a Swap Contract with any Loan Party and (b) any Lender on the Restatement Date or Affiliate of such Lender that is party to a Swap Contract with any Loan Party in existence on the Restatement Date, in each case to the extent permitted by Section 8.03(d).
“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement; provided that, for the avoidance of doubt, “Swap Contract” shall not include the Permitted Convertible Notes, any Permitted Bond Hedge Transactions or Permitted Warrant Transactions.
“Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act; provided that, for the avoidance of doubt, “Swap Obligations” shall not include the Permitted Convertible Notes, any Permitted Bond Hedge Transactions or Permitted Warrant Transactions.
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“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender), in each case, only to the extent representing an obligation of the obligor thereunder.
“Swing Line Lender” means Truist Bank in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.
“Swing Line Loan” has the meaning specified in Section 2.04(a).
“Swing Line Loan Notice” means a notice of a Borrowing of Swing Line Loans pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent pursuant), appropriately completed and signed by a Responsible Officer of PRA.
“Swing Line Note” has the meaning specified in Section 2.11(a).
“Swing Line Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the Aggregate Domestic Revolving Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Domestic Revolving Commitments.
“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on a balance sheet under GAAP. For the avoidance of doubt, “Synthetic Leases” shall not include operating leases.
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Term CORRA” means, for any Interest Period, with respect to any Borrowing denominated in Canadian dollars the rate per annum equal to the forward-looking term rate based on CORRA, as published by the Term CORRA Administrator (in such case, the “Term CORRA Rate”) that is two (2) Business Days prior to the first day of such Interest Period (or if such day is not a Business Day, then on the immediately preceding Business Day) with a term equivalent to such Interest Period plus the Term CORRA Adjustment for such Interest Period; provided, that, if the Term CORRA Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
“Term CORRA Adjustment” means 0.29547% (29.547 basis points) for an Interest Period of one-months’ duration and 0.32138% (32.138 basis points) for an Interest Period of three-months’ duration.
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“Term CORRA Administrator” means Candeal Benchmark Administration Services Inc., TSX Inc., or any successor administrator.
“Term CORRA Loan” means a Loan that bears interest at a rate based on Term CORRA.
“Term Loan” has the meaning specified in Section 2.01(d).
“Term Loan Commitment” means, as to each Lender, its obligation to make its portion of the Term Loan to PRA pursuant to Section 2.01(d), in the principal amount set forth opposite such Lender’s name on Schedule 2.01.
“Term Note” has the meaning specified in Section 2.11(a).
“Term SOFR” means:
(a)for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto; and
(b)for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate published two U.S. Government Securities Business Days prior to such date with a term of one month commencing that day (provided that if the rate is not published prior to 11:00 a.m. on such determination date, then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto);
provided that if Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, Term SOFR shall be deemed zero for purposes of this Agreement.
“Term SOFR Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.
“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).
“Terrorist Financing Act (Canada)” has the meaning specified in Section 8.16.
“Threshold Amount” means $75,000,000.
“Total Canadian Revolving Outstandings” means the aggregate Outstanding Amount of all Canadian Revolving Loans.
“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments, Domestic Revolving Exposure, Canadian Revolving Credit Exposure, Outstanding Amount of all Designated Borrower Revolving Loans, Outstanding Amount of all Term Loans and Outstanding Amount of all Incremental Term Loans of such Lender at such time.
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“Total Domestic Revolving Outstandings” means the aggregate Outstanding Amount of all Domestic Revolving Loans, all Swing Line Loans and all L/C Obligations.
“Treasury Management Agreement” means any agreement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.
“Treasury Management Bank” means (a) any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to a Treasury Management Agreement with any Loan Party and (b) any Lender on the Restatement Date or Affiliate of such Lender that is a party to a Treasury Management Agreement with any Loan Party in existence on the Restatement Date.
“Truist Securities” means Truist Securities, Inc., in its capacity as a joint lead arranger and joint bookrunner.
“Trust Management Assets” means Right to Collect Accounts, performing accounts, sub-performing accounts charged-off accounts, loans, receivables, mortgages, debentures, claims, cash and bank accounts or other similar assets or instruments held by a Trust Management SPV on trust for a beneficiary which is not PRA or any Subsidiary.
“Trust Management SPV” means a Subsidiary whose purpose is managing Trust Management Assets and other activities necessary or ancillary to managing Trust Management Assets, including as necessary to fulfill any obligations or duty of the Trust Management SPV as a trustee
“Type” means, with respect to a Loan, its character as a Base Rate Loan, a Term SOFR Loan, a Daily Simple SOFR Loan, a Canadian Prime Rate Loan, a Daily Compounded CORRA Loan or a Term CORRA Loan.
“UCC” means the Uniform Commercial Code, as in effect from time to time, in New York.
“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Undisclosed Administration” means, in relation to a Lender or its direct or indirect parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian, or other similar official by a supervisory or authority or regulator under or based on the law in the country where such Lender or such parent company is subject to home jurisdiction, if applicable law requires that such appointment not be disclosed.
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“United States” and “U.S.” mean the United States of America.
“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).
“Unused Fee” has the meaning specified in Section 2.09(a).
“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.
“U.S. Special Resolution Regimes” has the meaning specified in Section 11.25.
“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).
“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.
“Wholly Owned Subsidiary” means any Person 100% of whose Equity Interests are at the time owned by PRA directly or indirectly through other Persons 100% of whose Equity Interests are at the time owned, directly or indirectly, by PRA.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
1.02Other Interpretive Provisions.
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
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(a)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal property and tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
(b)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”
(c)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
(d)Wherever the phrase “to the knowledge of any Loan Party” or words of similar import relating to the knowledge or the awareness of any Loan Party are used in this Agreement or any other Loan Document, such phrase shall mean and refer to the actual knowledge of a Responsible Officer of any Loan Party acting diligently and in good faith.
(e)Any requirement under this Agreement that a matter be appropriate, satisfactory or acceptable to the Administrative Agent (or any words of similar import) shall mean, in each case, the Administrative Agent acting reasonably. Any requirement under this Agreement that requires the determination, judgment or discretion of the Administrative Agent (or any concept of similar import) shall require the Administrative Agent to make such determination, judgment or discretion (or any concept of similar import) in good faith in the exercise of reasonable (from the perspective of a secured creditor) creditor business judgment.
(f)All references to the “payment in full” of the Obligations or “as long as any of the Obligations shall be outstanding” or words of similar import shall mean to exclude any (i) contingent indemnification obligations, (ii) contingent expense reimbursement obligations, (iii) Letters of Credit to the extent cash collateralized or appropriate backstop letters of credit have been issued and (iv) obligations under Treasury Management Agreements or Swap Contracts.
(g)All references to the payment of fees and expenses of the Administrative Agent or any Lender (other than counsel fees and expenses) shall mean the reasonable and documented out-of-pocket fees; and, with respect to the fees and expenses of counsel, shall mean the reasonable and documented out-of-pocket fees and expenses of one outside law firm for the Administrative Agent and Lenders collectively (and, in the event of any actual or potential conflict of interest, one additional counsel for each Lender subject to such conflict), any necessary local counsel and shall not include any fees or expenses of internal counsel to an Agent or any Lender.
(h)Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company or limited partnership, or an allocation of assets to a series of a limited liability company or limited partnership (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company or limited partnership shall constitute a separate Person hereunder (and each division of any limited liability company or limited partnership that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).
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(i)For purposes of any Collateral located in the Province of Québec or charged by any deed of hypothec (or any other Collateral Document) and for all other purposes pursuant to which the interpretation or construction of a Collateral Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Quebec, (i) “personal property” shall be deemed to include “movable property”, (ii) “real property” shall be deemed to include “immovable property”, (iii) “tangible property” shall be deemed to include “corporeal property”, (iv) “intangible property” shall be deemed to include “incorporeal property”, (v) “security interest” and “mortgage” shall be deemed to include a “hypothec”, (vi) all references to filing, registering or recording under the UCC or the PPSA shall be deemed to include publication under the Civil Code of Québec, (vii) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (viii) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, and (ix) an “agent” shall be deemed to include a “mandatary”.
1.03Accounting Terms.
(a)Generally. Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements; provided, however, that calculations of Attributable Indebtedness under any Synthetic Lease or the implied interest component of any Synthetic Lease shall be made by PRA in accordance with accepted financial practice and consistent with the terms of such Synthetic Lease.
(b)Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either PRA or the Required Lenders shall so request, the Administrative Agent, the Lenders and PRA shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein.
(c)Calculations. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 8.11 (including for purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis.
(d)FASB ASC 825 and FASB ASC 470-20. Notwithstanding the above, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of PRA and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.
1.04Rounding.
Any financial ratios required to be maintained by PRA pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
1.05Exchange Rates; Currency Equivalents.
(a)The Administrative Agent or an L/C Issuer, as applicable, shall determine the Dollar Equivalent amounts of Borrowings and Outstanding Amounts denominated in Canadian Dollars. Such Dollar Equivalent shall become effective as of the date of a Borrowing or continuation and shall be the Dollar Equivalent of such amounts until the date of the subsequent Borrowing or continuation.
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Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of Canadian Dollars for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or an L/C Issuer, as applicable.
(b)Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Daily Compounded CORRA Loan or a Term CORRA Loan, or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Loan or Letter of Credit is denominated in Canadian Dollars, such amount shall be the Canadian Dollar equivalent of such Dollar amount (rounded to the nearest unit of such Canadian Dollar, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or an L/C Issuer, as the case may be.
(c)The Administrative Agent do not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Term SOFR”, “Daily Compounded CORRA”, “Term CORRA” or with respect to any rate (including, for the avoidance of doubt, the selection  of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) or the effect of any of the foregoing, or of any Conforming Changes.
1.06Reserved.
1.07Rates; Licensing.
(a)The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection  of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrowers.  The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.
(b)By agreeing to make Loans under this Agreement, each Lender is confirming it has all licenses, permits and approvals necessary for use of the reference rates referred to herein and it will do all things necessary to comply, preserve, renew and keep in full force and effect such licenses, permits and approvals.
1.08Times of Day.
Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
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1.09Letter of Credit Amounts.
Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS
2.01Commitments.
(a)Domestic Revolving Loans. Subject to the terms and conditions set forth herein, each Domestic Revolving Lender severally agrees to make loans (each such loan, a “Domestic Revolving Loan”) to PRA in Dollars from time to time on any Business Day during the applicable Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Domestic Revolving Lender’s Domestic Revolving Commitment; provided, however, that after giving effect to any Borrowing of Domestic Revolving Loans, (i) the Total Domestic Revolving Outstandings shall not exceed the Aggregate Domestic Revolving Commitments, (ii) the Total Domestic Revolving Outstandings plus the outstanding amount of the Term Loans plus the outstanding amount of the Incremental Term Loan plus the outstanding amount of all Incremental Equivalent Debt (only to the extent secured by all or a portion of the Collateral on a pari passu basis with the Obligations) shall not exceed the Domestic Borrowing Base, and (iii) the Domestic Revolving Exposure of any Domestic Revolving Lender shall not exceed such Lender’s Domestic Revolving Commitment. Within the limits of each Domestic Revolving Lender’s Domestic Revolving Commitment, and subject to the other terms and conditions hereof, PRA may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Domestic Revolving Loans may be Base Rate Loans, Daily Simple SOFR Loans or Term SOFR Loans, or a combination thereof, as further provided herein.
(b)[Reserved].
(c)Canadian Revolving Loans. Subject to the terms and conditions set forth herein, each Canadian Revolving Lender severally agrees to make loans (each such loan, a “Canadian Revolving Loan”) to the Canadian Borrower in Canadian Dollars from time to time on any Business Day during the applicable Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Canadian Revolving Commitment; provided, however, that after giving effect to any Borrowing of Canadian Revolving Loans, (i) the Total Canadian Revolving Outstandings shall not exceed the Aggregate Canadian Revolving Commitments, (ii) the Total Canadian Revolving Outstandings shall not exceed the Canadian Borrowing Base and (iii) the Canadian Revolving Exposure of any Canadian Revolving Lender shall not exceed such Lender’s Canadian Revolving Commitment. Within the limits of each Canadian Revolving Lender’s Canadian Revolving Commitment, and subject to the other terms and conditions hereof, the Canadian Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Canadian Revolving Loans in Canadian Dollars may be Canadian Prime Rate Loans, Term CORRA Loans or Daily Compounded CORRA Loans, or a combination thereof, as further provided herein.
(d)Term Loan. Subject to the terms and conditions set forth herein, each Lender with a Term Loan Commitment severally agrees to make its portion of a term loan (the “Term Loan”) to PRA in Dollars on the Restatement Date in an amount not to exceed such Lender’s Term Loan Commitment. As of the Restatement Date, the aggregate principal amount outstanding of such Term Loan is $472,610,878.00. Amounts repaid on the Term Loan may not be reborrowed. The Term Loan may consist of Base Rate Loans, Daily Simple SOFR Loans or Term SOFR Loans or a combination thereof, as further provided herein.
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(e)Designated Borrower Revolving Loans. Subject to Section 2.02(f), on or after the effective date of the Designated Borrower Joinder Agreement, each Designated Borrower Revolving Lender severally agrees to make Designated Borrower Revolving Loans to the Designated Borrower in Dollars or in Canadian Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Designated Borrower Revolving Commitment; provided, that, after giving effect to any Borrowing of Designated Borrower Revolving Loans, (i) the Outstanding Amount of Designated Borrower Revolving Loans shall not exceed the Aggregate Designated Borrower Revolving Commitments, (ii) the Outstanding Amount of Designated Borrower Revolving Loans shall not exceed the borrowing base set forth in the Designated Borrower Joinder Agreement, and (iii) the Designated Borrower Revolving Loans of any Lender shall not exceed such Lender’s Designated Borrower Revolving Commitment. Within the limits of each Lender’s Designated Borrower Revolving Commitment, and subject to the other terms and conditions hereof, the Designated Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Designated Borrower Revolving Loans in Dollars may be Base Rate Loans, Daily Simple SOFR Loans or Term SOFR Loans, or a combination thereof, as further provided therein. Designated Borrower Revolving Loans in Canadian Dollars may be Canadian Prime Rate Loans, Term CORRA Loans or Daily Compounded CORRA Loans, or a combination thereof, as further provided herein.
(f)Incremental Term Loan. Subject to Section 2.02(f), on the effective date of the Incremental Term Loan Lender Joinder Agreement, each Incremental Term Loan Lender severally agrees to make its portion of a term loan (the “Incremental Term Loan”) in a single advance to PRA in Dollars in the amount of its respective Incremental Term Loan Commitment as set forth in the Incremental Term Loan Lender Joinder Agreement; provided, however, that after giving effect to such advances, (i) the Outstanding Amount of the Incremental Term Loan shall not exceed the aggregate amount of the Incremental Term Loan Commitments of the Incremental Term Loan Lenders and (ii) the Total Domestic Revolving Outstandings plus the outstanding amount of the Term Loan plus the outstanding amount of the Incremental Term Loan plus the outstanding amount of all Incremental Equivalent Debt (only to the extent secured by all or a portion of the Collateral on a pari passu basis with the Obligations) shall not exceed the Domestic Borrowing Base. Amounts repaid on the Incremental Term Loan may not be reborrowed. The Incremental Term Loan may consist of Base Rate Loans, Daily Simple SOFR Loans, Term SOFR Loans, or a combination thereof, as PRA may request.
(g)PRA shall use commercially reasonable efforts to the extent practicable to allocate Borrowings such that the percentages of the Domestic Revolving Loans and Canadian Revolving Loans outstanding on an approximate basis at any time under each such facility are not disproportionate, as determined in the reasonable discretion of PRA.
2.02Borrowings, Conversions and Continuations of Loans.
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(a)Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of a Term SOFR Loan, Daily Compounded CORRA Loan or Term CORRA Loan shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by: (A) telephone or (B) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than (i) in the case of Term SOFR Loans, 11:00 a.m. three Business Days prior to the requested date of any Borrowing of, or conversion to or continuation of Term SOFR Loans denominated in Dollars or of any conversion of Term SOFR Loans denominated in Dollars to Base Rate Loans or Daily Simple SOFR Loans, (ii) in the case of Daily Compounded CORRA Loan and Term CORRA Loans, 11:00 a.m. three Business Days prior to the requested date of any Borrowing of, or conversion to or continuation of Daily Compounded CORRA Loans and Term CORRA Loans or of any conversion of Daily Compounded CORRA Loans or Term CORRA Loans to Canadian Prime Rate Loans, (iii) 11:00 a.m. one Business Day prior to the requested date of any Canadian Prime Rate Loans and (iv) 11:00 a.m. on the requested date of any Borrowing of Base Rate Loans or Daily Simple SOFR Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans, Daily Simple SOFR Loans, Daily Compounded CORRA Loans or Term CORRA Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans or Canadian Prime Rate Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the requested Borrowing is to be a Domestic Revolving Borrowing, a Canadian Revolving Borrowing, a Borrowing of Designated Borrower Revolving Loans, a Borrowing of the Term Loan or a Borrowing of the Incremental Term Loan, (ii) whether the applicable Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans, Daily Compounded CORRA Loans or Term CORRA Loans, (iii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iv) the currency and principal amount of Loans to be borrowed, converted or continued, (v) the Type of Loans to be borrowed or to which existing Loans are to be converted, (vi) if applicable, the duration of the Interest Period with respect thereto and (vii) the currency of the Loans to be borrowed. If the applicable Borrower fails to specify a currency in a Loan Notice requesting a Borrowing of Revolving Loans, then the Revolving Loans so requested shall be made in Dollars (or, in the case of Canadian Revolving Loans, Canadian Dollars). If the applicable Borrower fails to specify a Type of a Loan in a Loan Notice or if the applicable Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans (or, in the case of Canadian Revolving Loans, Canadian Prime Rate Loans). Any automatic conversion to Base Rate Loans or Canadian Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Loan. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans, Daily Compounded CORRA Loans or Term CORRA Loans in any Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Revolving Loan may be converted into or continued as a Revolving Loan denominated in a different currency, but instead must be prepaid in the original currency of such Revolving Loan and then reborrowed in the other currency.
(b)Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount and currency of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or Canadian Prime Rate Loans, or continuation of Revolving Loans denominated in a currency other than Dollars, in each case, as described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office, for the applicable currency not later than 1:00 p.m., in the case of any Revolving Loan denominated in Dollars, any Canadian Revolving Loan or the Term Loan, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either at the option of the applicable Borrower by (i) crediting the account of such Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and acceptable to) the Administrative Agent by such Borrower; provided, however, that if, on the date of a Borrowing of Revolving Loans denominated in Dollars, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings and second, shall be made available to such Borrower as provided above.
(c)Except as otherwise provided herein, a Term SOFR Loan, Daily Compounded CORRA Loan or a Term CORRA Loan may be continued or converted only on the last day of the Interest Period for such Term SOFR Loan, Daily Compounded CORRA Loan or Term CORRA Loan, as applicable. If an Event of Default shall have occurred and be continuing, no Loans may be requested as, converted to or continued as Term SOFR Loans, Daily Compounded CORRA Loans or Term CORRA Loans, as applicable, without the consent of the Required Lenders.
(d)The Administrative Agent shall promptly notify PRA and the Lenders of the interest rate applicable to any Interest Period for Term SOFR Loans and Term CORRA Loans upon determination of such interest rate. At any time that Base Rate Loans or Canadian Prime Rate Loans are outstanding, the Administrative Agent shall notify PRA and the Lenders of any change in the Prime Rate used in determining the Base Rate or the Canadian Prime Rate, as applicable, promptly following the public announcement of such change.
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(e)After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than 12 Interest Periods in effect with respect to all Loans.
(f)PRA may at any time and from time to time after the Restatement Date, upon prior written notice by PRA to the Administrative Agent, increase the Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) in an aggregate amount not to exceed (x) $500,000,000 plus (y) the Prepayment Amount.
(i)Increase in Aggregate Domestic Revolving Commitments. PRA may, at any time and from time to time, upon prior written notice by PRA to the Administrative Agent increase the Aggregate Domestic Revolving Commitments (but not the Letter of Credit Sublimit or the Swing Line Sublimit) with additional Domestic Revolving Commitments from any existing Lender with a Domestic Revolving Commitment or new Domestic Revolving Commitments from any other Person selected by PRA and reasonably acceptable to the Administrative Agent and the L/C Issuers; provided that:
(A)any such increase shall be in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof, or such other integral amount as the Administrative Agent may agree in its reasonable discretion;
(B)no Default or Event of Default shall exist and be continuing at the time of any such increase;
(C)no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion;
(D)(1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; and as a condition precedent to such increase, PRA shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of PRA, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists; and
(E)Schedule 2.01 shall be deemed revised to include any increase in the Aggregate Domestic Revolving Commitments pursuant to this Section 2.02(f)(i) and to include thereon any Person that becomes a Lender pursuant to this Section 2.02(f)(i).
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(ii)Increase in Canadian Revolving Commitments. The Canadian Borrower may, at any time and from time to time, upon prior written notice by the Canadian Borrower to the Administrative Agent increase the Aggregate Canadian Revolving Commitments with additional Canadian Revolving Commitments from any existing Canadian Revolving Lender or new Canadian Revolving Commitments from any other Person selected by the Canadian Borrower and reasonably acceptable to the Administrative Agent; provided that:
(A)any such increase shall be in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof, or such other integral amount as the Administrative Agent may agree in its reasonable discretion;
(B)no Default or Event of Default shall exist and be continuing at the time of any such increase;
(C)no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion;
(D)(1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; and as a condition precedent to such increase, PRA shall deliver to the Administrative Agent a certificate of each Loan Party (including the Canadian Borrower) dated as of the date of such increase signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of PRA, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists; and
(E)Schedule 2.01 shall be deemed revised to include any increase in the Aggregate Canadian Revolving Commitments pursuant to this Section 2.02(f)(ii) and to include thereon any Person that becomes a Lender pursuant to this Section 2.02(f)(ii).
(iii)Institution of Designated Borrower Revolving Commitments. The Designated Borrower may, pursuant to this Section 2.02(f) request to establish an additional tranche of revolving Commitments (“Designated Borrower Revolving Commitments” and the related Revolving Loans, “Designated Borrower Revolving Loans”) to be available to such Designated Borrower to be added as an additional Borrower hereunder, which such Designated Borrower shall be a Foreign Subsidiary of PRA. Such request must be made upon not less than 15 Business Days’ written notice from PRA to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), and the Administrative Agent shall promptly deliver counterparts of such notice to each Lender. The Designated Borrower Revolving Commitments shall be effected by an agreement in substantially the form of Exhibit I (a “Designated Borrower Joinder Agreement”), duly executed by the Borrower, the Designated Borrower, the Administrative Agent and each Lender that elects to make the Designated Borrower Revolving Loans (the “Designated Borrower Revolving Lenders”); subject to the satisfaction of the conditions precedent set forth in Section 2.02(f)(i) (including the conditions set forth in clause (A) above).
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(A)The parties hereto acknowledge and agree that prior to any proposed Designated Borrower becoming entitled to utilize the credit facilities provided for herein the Administrative Agent, on behalf of the Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel, foreign security documentation and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, as may be reasonably required by the Administrative Agent or the Required Designated Borrower Revolving Lenders in their sole discretion, and Notes signed by such new Borrower to the extent any Designated Borrower Revolving Lenders so require. If the Administrative Agent and the Designated Borrower Revolving Lenders agree that a proposed Designated Borrower shall be entitled to receive Loans hereunder, then promptly following receipt of all such requested resolutions, incumbency certificates, opinions of counsel, foreign security documentation and other documents or information, the Administrative Agent shall send a notice to PRA and the Lenders specifying the effective date upon which the proposed Designated Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein; provided that (x) no Loan Notice may be submitted by or on behalf of such Designated Borrower until the date five Business Days after such effective date and (y) any Borrowing by the Designated Borrower hereunder shall be subject to compliance with the foreign borrowing base agreed to in the Designated Borrower Joinder Agreement.
(B)Upon the effectiveness of any Designated Borrower Revolving Commitments, any new Designated Borrower Revolving Loans shall be deemed to be additional Revolving Loans hereunder. The terms and provisions of any Designated Borrower Revolving Commitments and the related Designated Borrower Revolving Loans shall be as set forth in this Agreement or the Designated Borrower Joinder Agreement, as applicable; provided, however, that the maturity date applicable to such Designated Borrower Revolving Commitments shall be the Maturity Date and the terms and provisions of Designated Borrower Revolving Commitments and the related Designated Borrower Revolving Loans shall be identical to the existing Revolving Loans and any provisions applicable to Revolving Loans hereunder, except where specifically noted herein or in the Designated Borrower Joinder Agreement.
(C)The Subsidiary of PRA that becomes a “Designated Borrower” pursuant to this Section 2.02(f)(iii) hereby irrevocably appoints PRA as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders to any such Designated Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by PRA, whether or not such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to PRA in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower.
(D)No existing Lender shall be under any obligation to provide a Designated Borrower Revolving Commitment and any such decision whether to provide a Designated Borrower Revolving Commitment shall be in such Lender’s sole and absolute discretion.
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(iv)Institution of Incremental Term Loan. PRA may, at any time, upon prior written notice to the Administrative Agent, institute the Incremental Term Loan; provided that:
(A)PRA (in consultation and coordination with the Administrative Agent) shall obtain commitments for the amount of the increase from existing Lenders or other Persons reasonably acceptable to the Administrative Agent, which Lenders shall join in this Agreement as Incremental Term Loan Lenders by executing an Incremental Term Loan Lender Joinder Agreement or other agreement reasonably acceptable to the Administrative Agent;
(B)any such institution of the Incremental Term Loan shall be in a minimum aggregate principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof;
(C)no Default or Event of Default shall exist and be continuing at the time of such institution;
(D)the Applicable Rate of each Incremental Term Loan shall be as set forth in the Incremental Term Loan Lender Joinder Agreement;
(E)the Incremental Term Loan Maturity Date shall be as set forth in the Incremental Term Loan Lender Joinder Agreement, provided that such date shall not be earlier than the Maturity Date;
(F)the scheduled principal amortization payments under the Incremental Term Loan shall be as set forth in the Incremental Term Loan Lender Joinder Agreement; provided that the weighted average life of the Incremental Term Loan shall not be less than the weighted life to maturity of the Term Loan;
(G)Schedule 2.01 shall be deemed revised to reflect the commitments and commitment percentages of the Incremental Term Loan Lenders as set forth in the Incremental Term Loan Lender Joinder Agreement;
(H)no existing Lender shall be under any obligation to provide Incremental Term Loans and any such decision whether to provide Incremental Term Loans shall be in such Lender’s sole and absolute discretion;
(I)the Incremental Term Loan may be a delayed draw term loan, subject to the terms set forth in the Incremental Term Loan Lender Joinder Agreement; and
(J)as a condition precedent to such institution of the Incremental Term Loan and the effectiveness of the Incremental Term Loan Lender Joinder Agreement, PRA shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such institution and effectiveness (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (I) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to the Incremental Term Loan, and (II) in the case of PRA, certifying that, before and after giving effect to the Incremental Term Loan, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(f)(iv), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (y) no Default or Event of Default exists.
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(g)Cashless Settlement Mechanism. Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by PRA, the Administrative Agent and such Lender.
(h)With respect to CORRA, Daily Compounded CORRA, Term CORRA, Term SOFR, Daily Simple SOFR, or SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to PRA and the Lenders reasonably promptly after such amendment becomes effective.
2.03Letters of Credit.
(a)The Letter of Credit Commitment.
(i)Subject to the terms and conditions set forth herein, (A) the L/C Issuers agree, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Restatement Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or Canadian Dollars for the account of PRA or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Domestic Revolving Lenders severally agree to participate in Letters of Credit issued for the account of PRA or its Subsidiaries and any drawings thereunder; provided, however, that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (i) the Total Domestic Revolving Outstandings shall not exceed the Aggregate Domestic Revolving Commitments, (ii) the Total Domestic Revolving Outstandings plus the outstanding amount of the Term Loans plus the outstanding amount of the Incremental Term Loan plus the outstanding amount of all Incremental Equivalent Debt (only to the extent secured by all or a portion of the Collateral on a pari passu basis with the Obligations) shall not exceed the Domestic Borrowing Base, (iii) the Domestic Revolving Exposure of any Domestic Revolving Lender shall not exceed such Lender’s Domestic Revolving Commitment and (iv) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by PRA for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by PRA that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, PRA’s ability to obtain Letters of Credit shall be fully revolving, and accordingly PRA may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(ii)The L/C Issuers shall not issue any Letter of Credit if:
(A)subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Domestic Revolving Lenders holding more than 50% of the Domestic Revolving Commitments have approved such expiry date; or
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(B)the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date, unless all the applicable Domestic Revolving Lenders have approved such expiry date.
(iii)The L/C Issuers shall not be under any obligation to issue any Letter of Credit if:
(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain an L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the applicable L/C Issuer with respect to such Letter of Credit any material restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Restatement Date, or shall impose upon an L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Restatement Date and which such L/C Issuer in good faith deems material to it;
(B)the issuance of such Letter of Credit would violate one or more policies of the applicable L/C Issuer applicable to letters of credit generally;
(C)except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, such Letter of Credit is in an initial stated amount less than $500,000;
(D)such Letter of Credit is to be denominated in a currency other than Dollars or Canadian Dollars; or
(E)any Lender is at that time a Defaulting Lender, unless the applicable L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to such L/C Issuer (in its sole discretion) with PRA or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.
(iv)The applicable L/C Issuer shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.
(v)The applicable L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(vi)The L/C Issuers shall act on behalf of the Lenders with respect to any Letters of Credit issued by them and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the L/C Issuers with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuers.
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(b)Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.
(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of PRA delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of PRA. Such letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by such L/C Issuer, by personal delivery or by any other means acceptable to such L/C Issuer. Such Letter of Credit Application must be received by the applicable L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least five (5) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the applicable L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the applicable L/C Issuer may reasonably require. Additionally, PRA shall furnish to the applicable L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or the Administrative Agent may reasonably require.
(ii)Promptly after receipt of any Letter of Credit Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from PRA and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable L/C Issuer has received written notice from any Domestic Revolving Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article V shall not be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of PRA or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Domestic Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.
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(iii)If PRA so requests in any applicable Letter of Credit Application, the applicable L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, PRA shall not be required to make a specific request to the applicable L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, Domestic Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not permit any such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Domestic Revolving Lenders holding more than 50% of the Domestic Revolving Commitments have elected not to permit such extension or (2) from the Administrative Agent, any Lender or PRA that one or more of the applicable conditions specified in Section 5.02 is not then satisfied, and in each case directing such L/C Issuer not to permit such extension.
(iv)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable L/C Issuer will also deliver to PRA and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(c)Drawings and Reimbursements; Funding of Participations.
(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the applicable L/C Issuer shall notify PRA and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the applicable L/C Issuer under a Letter of Credit to be reimbursed in Dollars or Canadian Dollars (the “Honor Date”), PRA shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing in the applicable currency of such drawing. If PRA fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Domestic Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars) (the “Unreimbursed Amount”), and the amount of such Domestic Revolving Lender’s Applicable Percentage thereof. In such event, PRA shall be deemed to have requested a Borrowing of Domestic Revolving Loans (which shall accrue interest as Base Rate Loans) to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount (which, in the case of a Letter of Credit denominated in Canadian Dollars, shall be the Dollar Equivalent of such amount on the Honor Date), without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Domestic Revolving Commitments and the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice) and provided that, after giving effect to such Borrowing, the Total Domestic Revolving Outstandings shall not exceed the Aggregate Domestic Revolving Commitments. Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(ii)Each Domestic Revolving Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) to the Administrative Agent for the account of the applicable L/C Issuer at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Domestic Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to PRA in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer in Dollars.
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(iii)With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, PRA shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Domestic Revolving Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Domestic Revolving Lender in satisfaction of its participation obligation under this Section 2.03.
(iv)Until each Domestic Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Domestic Revolving Lender’s Applicable Percentage of such amount shall be solely for the account of such L/C Issuer.
(v)Each Domestic Revolving Lender’s obligation to make Domestic Revolving Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Domestic Revolving Lender may have against the applicable L/C Issuer, PRA or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Domestic Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02 (other than delivery by the applicable Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of PRA to reimburse the applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi)If any Domestic Revolving Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Domestic Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by such L/C Issuer. A certificate of the applicable L/C Issuer submitted to any Domestic Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.
(d)Repayment of Participations.
(i)At any time after the applicable L/C Issuer has made a payment under any Letter of Credit and has received from any Domestic Revolving Lender such Domestic Revolving Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon in Dollars (whether directly from PRA or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Domestic Revolving Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
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(ii)If any payment received by the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Domestic Revolving Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Domestic Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
(e)Obligations Absolute. The obligation of PRA to reimburse the applicable L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:
(i)any lack of validity or enforceability of such Letter of Credit, this Agreement or any other Loan Document;
(ii)the existence of any claim, counterclaim, setoff, defense or other right that PRA or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
(iv)waiver by the applicable L/C Issuer of any requirement that exists for such L/C Issuer’s protection and not the protection of PRA or any waiver by the applicable L/C Issuer which does not in fact materially prejudice PRA;
(v)honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;
(vi)any payment made by the applicable L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the ISP or the UCP, as applicable;
(vii)any payment by the applicable L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the applicable L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;
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(viii)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, PRA or any Subsidiary; or
(ix)any adverse change in the relevant exchange rates or in the availability of the Canadian Dollar to PRA or any Subsidiary or in the relevant currency markets generally.
PRA shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with PRA’s instructions or other irregularity, PRA will immediately notify the applicable L/C Issuer. PRA shall be conclusively deemed to have waived any such claim against the applicable L/C Issuer and its correspondents unless such notice is given as aforesaid.
(f)Role of L/C Issuers. Each Domestic Revolving Lender and PRA agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of an L/C Issuer shall be liable to any Domestic Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Domestic Revolving Lenders or the Domestic Revolving Lenders holding more than 50% of the Domestic Revolving Commitments, as applicable; (ii) any action taken or omitted in the absence of bad faith, gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. PRA hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not preclude PRA’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of an L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, PRA may have a claim against an L/C Issuer, and such L/C Issuer may be liable to PRA, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by PRA which PRA proves were caused by such L/C Issuer’s bad faith, willful misconduct or gross negligence or such L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit unless such L/C Issuer is prevented or prohibited from so paying as a result of any order or directive of any court or other Governmental Authority. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuers may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.
(g)Applicability of ISP and UCP; Limitation of Liability. Unless otherwise expressly agreed by the applicable L/C Issuer and PRA when a Letter of Credit is issued, the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, no L/C Issuer shall be responsible to PRA for, and each L/C Issuer’s rights and remedies against PRA shall not be impaired by, any action or inaction of such L/C Issuer required or permitted under any law, order or industry practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where such L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.
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(h)Letter of Credit Fees. PRA shall pay to the Administrative Agent for the account of each Domestic Revolving Lender in accordance with its Applicable Percentage in Dollars a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.
(i)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. PRA shall pay directly to the applicable L/C Issuer for its own account, in Dollars, a fronting fee of 0.125% per annum respect to each Letter of Credit, computed on the Dollar Equivalent of the daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit) and on a quarterly basis in arrears. Such fronting fee shall be due and payable on the last Business Day of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, PRA shall pay directly to the applicable L/C Issuer for its own account in Dollars the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.
(j)Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.
(k)Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, PRA shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit. PRA hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of PRA, and that PRA’s business derives substantial benefits from the businesses of such Subsidiaries.
(l)Letters of Credit Reports. Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in addition to its notification obligations set forth elsewhere in this Section, provide the Administrative Agent a Letter of Credit Report (a “Letter of Credit Report”), as set forth below:
(i)reasonably prior to the time that such L/C Issuer issues, amends, renews, increases or extends a Letter of Credit, the date of such issuance, amendment, renewal, increase or extension and the stated amount of the applicable Letters of Credit after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed);
(ii)on each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit, the date and amount of such payment;
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(iii)on any Business Day on which PRA fails to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed to such L/C Issuer on such day, the date of such failure and the amount of such payment;
(iv)on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such L/C Issuer; and
(v)for so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver to the Administrative Agent (A) on the last Business Day of each calendar month, (B) at all other times a Letter of Credit Report is required to be delivered pursuant to this Agreement, and (C) on each date that (1) an L/C Credit Extension occurs or (2) there is any expiration, cancellation and/or disbursement, in each case, with respect to any such Letter of Credit, a Letter of Credit Report appropriately completed with the information for every outstanding Letter of Credit issued by such L/C Issuer.
2.04Swing Line Loans.
(a)Swing Line Facility. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Domestic Revolving Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to PRA in Dollars from time to time on any Business Day during the Availability Period with respect to Domestic Revolving Commitments in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Domestic Revolving Outstandings shall not exceed the Aggregate Domestic Revolving Commitments, (ii) the Total Domestic Revolving Outstandings plus the outstanding amount of the Term Loans plus the outstanding amount of the Incremental Term Loan plus the outstanding amount of all Incremental Equivalent Debt (only to the extent secured by all or a portion of the Collateral on a pari passu basis with the Obligations) shall not exceed the Domestic Borrowing Base and (iii) the Domestic Revolving Exposure of any Domestic Revolving Lender shall not exceed such Domestic Revolving Lender’s Domestic Revolving Commitment, (y) PRA shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, PRA may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Domestic Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Domestic Revolving Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b)Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon PRA’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to PRA.
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(c)Refinancing of Swing Line Loans.
(i)The Swing Line Lender at any time in its sole discretion may request, on behalf of PRA (which hereby irrevocably requests and authorizes the Swing Line Lender to so request on its behalf), that each Domestic Revolving Lender make a Base Rate Loan in an amount equal to such Domestic Revolving Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice) and provided that, after giving effect to such Borrowing, the Total Domestic Revolving Outstandings shall not exceed the lesser of (x) the Aggregate Domestic Revolving Commitments and (y) the Domestic Borrowing Base. The Swing Line Lender shall furnish PRA with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Domestic Revolving Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Domestic Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to PRA in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.
(ii)If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Domestic Revolving Loans in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Domestic Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Domestic Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.
(iii)If any Domestic Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Domestic Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Domestic Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the applicable Overnight Rate from time to time in effect and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation. A certificate of the Swing Line Lender submitted to any Domestic Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.
(iv)Each Lender’s obligation to make Domestic Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Domestic Revolving Lender may have against the Swing Line Lender, PRA or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Domestic Revolving Lender’s obligation to make Domestic Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 5.02. No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of PRA to repay Swing Line Loans, together with interest as provided herein.
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(d)Repayment of Participations.
(i)At any time after any Domestic Revolving Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Domestic Revolving Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Domestic Revolving Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.
(ii)If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Domestic Revolving Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Domestic Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
(e)Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing PRA for interest on the Swing Line Loans. Until each Domestic Revolving Lender funds its Domestic Revolving Loans that are Base Rate Loans or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.
(f)Payments Directly to Swing Line Lender. PRA shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.
2.05Prepayments.
(a)Voluntary Prepayments.
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(i)Revolving Loans and Term Loan. The applicable Borrower may, upon notice from PRA to the Administrative Agent, at any time or from time to time voluntarily prepay Domestic Revolving Loans, Canadian Revolving Loans, Designated Borrower Revolving Loans, the Term Loan and/or the Incremental Term Loan in whole or in part without premium or penalty; provided that (A) such notice must be in substantially the form attached hereto as Exhibit M or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer and received by the Administrative Agent not later than 11:00 a.m. (1) two Business Days prior to any date of prepayment of Term SOFR Loans denominated in Dollars, (2) three Business Days prior to any date of prepayment of any Daily Compounded CORRA Loans or Term CORRA Loans, and (3) on the date of prepayment of Base Rate Loans, Daily Simple SOFR Loans or Canadian Prime Rate Loans; (B) any such prepayment of Term SOFR Loans, Daily Simple SOFR Loans, Daily Compounded CORRA Loans or Term CORRA Loans shall be in a principal amount of the Dollar Equivalent of $2,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans or Canadian Prime Rate Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and whether the Loans to be prepaid are the Domestic Revolving Loans, the Canadian Revolving Loans, the Designated Borrower Revolving Loans, the Term Loan and/or the Incremental Term Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by PRA, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding the foregoing, any such notice of a voluntary prepayment may be conditioned upon the happening or occurrence of a specified event, the proceeds of which are intended to be used to prepay such outstanding Loans, and thereafter revoked in the event that such specified event does not occur, or modified to extend the proposed prepayment, by not more than five (5) Business Days (or such longer postponement as reasonably agreed by the Administrative Agent). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan, any Daily Compounded CORRA Loan and any Term CORRA Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each such prepayment of the Term Loans or the Incremental Term Loan shall be applied to the Term Loan and Incremental Term Loan on a pro rata basis to the remaining principal amortization payments of the Term Loan and Incremental Term Loan in direct order of maturity until the Term Loan and Incremental Term Loan have been paid in full.
(ii)Swing Line Loans. PRA may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by PRA, PRA shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(b)Mandatory Prepayments of Loans.
(i)Revolving Commitments.
(A)If for any reason the Total Domestic Revolving Outstandings at any time exceed the Aggregate Domestic Revolving Commitments then in effect, PRA shall immediately prepay Domestic Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that PRA shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Domestic Revolving Loans and the Swing Line Loans, the Total Domestic Revolving Outstandings exceed the Aggregate Domestic Revolving Commitments then in effect.
(B)[Reserved].
(C)If for any reason the Total Canadian Revolving Outstandings at any time exceed 105% of the Aggregate Canadian Revolving Commitments then in effect, the Canadian Borrower shall, within one (1) Business Day, prepay Canadian Revolving Loans in an aggregate amount equal to such excess.
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(D)If for any reason the Outstanding Amount of Designated Borrower Revolving Loans at any time exceed the Aggregate Designated Borrower Revolving Commitments then in effect, the Designated Borrower shall, within one (1) Business Day, prepay Designated Borrower Revolving Loans in an aggregate amount equal to such excess.
(ii)Dispositions. PRA shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds of all Dispositions (other than Dispositions of debt portfolios, NFR Assets or other assets in the ordinary course of business ) to the extent such Net Cash Proceeds are not (x) reinvested in Eligible Assets within 270 days of the date of such Disposition or (y) committed to be invested in Eligible Assets within 270 days of PRA’s receipt of the Net Cash Proceeds from such Disposition and actually invested in such Eligible Assets within 365 days of PRA’s receipt of the Net Cash Proceeds from such Disposition; provided, however, PRA shall be permitted to retain Net Cash Proceeds from Dispositions to the extent such Net Cash Proceeds do not exceed $3,000,000 in the aggregate in any fiscal year. Any prepayment pursuant to this clause (ii) shall be applied as set forth in clause (vi) below.
(iii)Debt Issuances. Promptly upon receipt by any Loan Party of the Net Cash Proceeds of any Debt Issuance, PRA shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (vi) below).
(iv)Extraordinary Receipts. PRA shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds of all Extraordinary Receipts to the extent such Net Cash Proceeds are not (x) reinvested in Eligible Assets within 270 days of such Extraordinary Receipt or (y) committed to be invested in Eligible Assets within 270 days of PRA’s receipt of the Net Cash Proceeds from such Extraordinary Receipt and actually invested in such Eligible Assets within 365 days of PRA’s receipt of the Net Cash Proceeds from such Extraordinary Receipt; provided, that PRA shall not be required to repay Extraordinary Receipts pursuant to this clause (iv) unless it shall have received aggregate Net Cash Proceeds of Extraordinary Receipts in excess of $3,000,000 at any time. Any prepayment pursuant to this clause (iv) shall be applied as set forth in clause (vi) below.
(v)Borrowing Base.
(A)Domestic Borrowing Base. If for any reason 100% of the Total Domestic Revolving Outstandings plus the outstanding amount of the Term Loans plus the outstanding amount of the Incremental Term Loan plus the outstanding amount of all Incremental Equivalent Debt (only to the extent secured by all or a portion of the Collateral on a pari passu basis with the Obligations) at any time exceed the Domestic Borrowing Base, PRA shall immediately prepay, at its option, the Term Loans, Incremental Term Loan, Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that PRA shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless, after the prepayment in full of the Term Loan, Incremental Term Loan and the Domestic Revolving Loans, the L/C Obligations exceed the Domestic Borrowing Base.
(B)Canadian Borrowing Base. If for any reason 100% of the Total Canadian Revolving Outstandings at any time exceed the Canadian Borrowing Base, the Canadian Borrower shall immediately prepay Canadian Revolving Loans in an aggregate amount equal to such excess.
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(vi)Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied as follows:
(A)(i) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(A) and Section 2.05(b)(i)(E), ratably to Domestic Revolving Loans and Swing Line Loans and (after all Domestic Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; (ii) [reserved]; (iii) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), ratably to Canadian Revolving Loans; and (iv) with respect to all amounts prepaid pursuant to Section 2.05(b)(i)(C), ratably to Designated Borrower Revolving Loans; in each case without a corresponding permanent reduction of the respective Commitments;
(B)with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (iii) and (iv) first pro rata to the Term Loan and the Incremental Term Loan (ratably to the remaining principal amortization payments of each Loan), then (after the Term Loan and the Incremental Term Loan have been paid in full) ratably to the Revolving Loans and the Swing Line Loans (without a corresponding permanent reduction of the respective Commitments) and then (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; and
(C)(x) with respect to all amounts prepaid pursuant to Section 2.05(b)(v)(A), at the Borrower’s direction to the Term Loan and to the Incremental Term Loan, to the Domestic Revolving Loans or Swing Line Loans until repaid in full (without a corresponding permanent reduction of the respective Commitments with respect to the Domestic Revolving Loans and Swing Line Loans), and then (after all Term Loans, Incremental Term Loans, Domestic Revolving Loans and Swing Line Loans shall have been repaid in full) to Cash Collateralize L/C Obligations and (y) with respect to all amounts prepaid pursuant to Section 2.05(b)(v)(B), ratably to Canadian Revolving Loans.
Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and/or Canadian Prime Rate Loans, if applicable, then to Daily Simple SOFR Loans, as applicable, and then to Term SOFR Loans, Daily Compounded CORRA Loans and Term CORRA Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. Prepayments pursuant to this Section 2.05 shall not result in a permanent reduction in the Commitments in respect of any Revolving Loans so prepaid.
(vii)Restricted Amounts. Notwithstanding anything to the contrary contained in this Section 2.05(b), to the extent any mandatory prepayment required hereunder (other than any such payments pursuant to clause (i), (iii) or (v) of Section 2.05(b)) is attributable to assets, revenues or EBITDA of the Canadian Borrower, its Foreign Subsidiaries or any other Foreign Subsidiaries, such prepayment will be subject to permissibility under local law (e.g., financial assistance, corporate benefit, thin capitalization, capital maintenance, and similar legal principles, restrictions on upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries) and restrictions under such entity’s Organization Documents (including as a result of minority ownership) or any restriction in any contract to which such Foreign Subsidiary is a party (and not prohibited by the terms hereof). Further, if (x) PRA determines in good faith, in consultation with the Administrative Agent, that any Loan Party or any of its Subsidiaries would incur a Tax liability (including any withholding Tax) or if an adverse Tax consequence (including a deemed dividend) would result or (y) PRA determines in good faith that any Loan Party or any Subsidiary would violate any law, Organization Document or any restriction in any contract to which a Foreign Subsidiary is a party (and not prohibited by the terms hereof), if all or a portion of the funds required to make such mandatory prepayment were upstreamed or transferred as a distribution or dividend (the amount of any such funds, a “Restricted Amount”), then the amount PRA will be required to mandatorily prepay shall be reduced by the Restricted Amount, and the failure to apply any such Restricted Amounts toward any such mandatory prepayment shall not result in a Default or Event of Default hereunder; provided, that this paragraph shall not operate to limit the obligation of the Canadian Borrower or the Canadian Guarantors to make prepayment of the Canadian Borrower Obligations from Net Cash Proceeds received by the Canadian Borrower or such Canadian Guarantor required by this Section 2.05(b).
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2.06Termination or Reduction of Revolving Commitments.
(a)Optional Reductions. The Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Designated Borrower Revolving Commitments, the Aggregate Domestic Revolving Commitments or the Aggregate Canadian Revolving Commitments or from time to time (w) PRA may permanently reduce the Domestic Revolving Commitments to an amount not less than the Outstanding Amount of Domestic Revolving Loans, Swing Line Loans and L/C Obligations, (x) the Canadian Borrower may permanently reduce the Canadian Revolving Commitments to an amount not less than the Outstanding Amount of Canadian Revolving Loans, (y) [reserved] or (z) the Designated Borrower may permanently reduce the Designated Borrower Revolving Commitments to an amount not less than the Outstanding Amount of Designated Borrower Revolving Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Domestic Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Domestic Revolving Outstandings would exceed the Aggregate Domestic Revolving Commitments, (B) the Aggregate Canadian Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Revolving Outstandings would exceed the Aggregate Canadian Revolving Commitments, (C) [reserved], (D) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (E) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, or (F) the Designated Borrower Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Designated Borrower Revolving Loans would exceed the Designated Borrower Revolving Commitments and (iv) any such notice of optional commitment termination or optional commitment reduction may be conditioned upon the happening or occurrence of a specified event, the proceeds of which are intended to be used to refinance such commitments, and thereafter revoked in the event that such specified event does not occur, or modified to extend the proposed termination or reduction date, by no more than five (5) Business Days (or such longer postponement as reasonably agreed by the Administrative Agent).
(b)Mandatory Reductions. If after giving effect to any reduction or termination of Domestic Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Aggregate Domestic Revolving Commitments at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.
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(c)Notice. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, the Aggregate Domestic Revolving Commitments, the Aggregate Canadian Revolving Commitments or the Aggregate Designated Borrower Revolving Commitments under this Section 2.06. Upon any reduction of the Aggregate Domestic Revolving Commitments, the Domestic Revolving Commitment of each Domestic Revolving Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. Upon any reduction of the Aggregate Canadian Revolving Commitments, the Canadian Revolving Commitment of each Canadian Revolving Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. Upon any reduction of the Aggregate Designated Borrower Revolving Commitments, the Designated Borrower Revolving Commitments of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees in respect of the applicable Commitments accrued until the effective date of any termination of the applicable Commitments shall be paid on the effective date of such termination.
2.07Repayment of Loans.
(a)Domestic Revolving Loans. PRA shall repay to the applicable Lenders on the Maturity Date, the aggregate outstanding principal amount of all Domestic Revolving Loans of the Revolving Lenders.
(b)[Reserved].
(c)Canadian Revolving Loans. The Canadian Borrower shall repay to the applicable Lenders on the Maturity Date, the aggregate outstanding principal amount of all Canadian Revolving Loans of the Revolving Lenders.
(d)Swing Line Loans. The Borrowers shall repay each Swing Line Loan on the earlier to occur of (i) the date within one (1) Business Day of demand therefor by the Swing Line Lender and (ii) the Maturity Date.
(e)Term Loan. PRA shall repay the outstanding principal amount of the Term Loan in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05), unless accelerated sooner pursuant to Section 9.02:
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Payment Dates Principal Amortization Payment
December 31, 2024 $2,500,000
March 31, 2025 $2,500,000
June 30, 2025 $2,500,000
September 30, 2025 $2,500,000
December 31, 2025 $2,500,000
March 31, 2026 $2,500,000
June 30, 2026 $2,500,000
September 30, 2026 $2,500,000
December 31, 2026 $2,500,000
March 31, 2027 $2,500,000
June 30, 2027 $2,500,000
September 30, 2027 $2,500,000
December 31, 2027 $2,500,000
March 31, 2028 $2,500,000
June 30, 2028 $2,500,000
September 30, 2028 $2,500,000
December 31, 2028 $2,500,000
March 31, 2029 $2,500,000
June 30, 2029 $2,500,000
September 30, 2029 $2,500,000
Maturity Date
Outstanding Principal Balance
of Term Loan
(f)Designated Borrower Revolving Loans. The Designated Borrower shall repay to the Designated Borrower Lenders on the Maturity Date the aggregate principal amount of all Designated Borrower Revolving Loans outstanding on such date.
(g)Incremental Term Loan. PRA shall repay the outstanding principal amount of the Incremental Term Loan in the installments on the dates and in the amounts set forth in the Incremental Term Loan Lender Joinder Agreement (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.05), unless accelerated sooner pursuant to Section 9.02.
2.08Interest.
(a)Subject to the provisions of subsection (b) below, (i) each Term SOFR Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to Term SOFR for such Interest Period plus the Applicable Rate, (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate, (iii) each Daily Simple SOFR Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to Daily Simple SOFR plus the Applicable Rate, (iv) each Daily Compounded CORRA Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Daily Compounded CORRA for such Interest Period plus the Applicable Rate, (v) each Term CORRA Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Term CORRA for such Interest Period plus the Applicable Rate, (vi) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate, and (vii) each Canadian Prime Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Canadian Prime Rate plus the Applicable Rate.
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(b)(i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, Obligations that are overdue shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws until such amount is paid or the failure to pay such amount when due is waived.
(i)Upon the request of the Required Lenders, if any amount (other than principal of any Loan) payable by the Borrowers under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws until such amount is paid or the failure to pay such amount when due is waived.
(ii)Upon the request of the Required Lenders, while any Event of Default exists, the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws until such Event of Default is waived or cured.
(iii)Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
(d)For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year, (ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest stipulated herein are intended to be nominal rates and not effective rates or yields.
(e)If any provision of this Agreement or of any of the other Loan Documents would obligate any Borrower or any Guarantor to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate.
2.09Fees.
In addition to certain fees described in subsections (h) and (i) of Section 2.03:
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(a)Unused Fee. (i) PRA shall pay to the Administrative Agent, for the account of each Domestic Revolving Lender in accordance with its Applicable Percentage, an unused line fee at a rate per annum equal to the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Domestic Revolving Commitments exceed the sum of (y) the Outstanding Amount of Domestic Revolving Loans and (z) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15 and (ii) the Canadian Borrower shall pay to the Administrative Agent, for the account of each Canadian Revolving Lender in accordance with its Applicable Percentage, an unused line fee at a rate per annum equal to the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Canadian Revolving Commitments exceed the Outstanding Amount of Canadian Revolving Loans (the fees payable pursuant to clauses (i) and (ii), collectively, the “Unused Fee”). The Unused Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Restatement Date, on the date of any reduction of the Domestic Revolving Commitments or the Canadian Revolving Commitments and on the Maturity Date; provided, that (A) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Unused Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by PRA so long as such Lender shall be a Defaulting Lender. The Unused Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of clarification, Swing Line Loans shall not be considered outstanding for purposes of determining the unused portion of the Aggregate Domestic Revolving Commitments.
(b)Fee Letter. The Borrowers shall pay to Truist Securities and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall be non-refundable for any reason whatsoever.
2.10Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.
(a)All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to Term SOFR) and for Loans denominated in Canadian Dollars shall be made on the basis of a year of 365 or 366 days, as the case may be and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b)If, as a result of any restatement of or other adjustment to the financial statements of PRA or for any other reason, PRA or the Lenders reasonably determine that (i) the Consolidated Senior Secured Leverage Ratio as calculated by PRA as of any applicable date after the date hereof was inaccurate and (ii) a proper calculation of the Consolidated Senior Secured Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to PRA under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder at the Default Rate. PRA’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.
2.11Evidence of Debt.
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(a)The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such promissory note shall (i) in the case of Domestic Revolving Loans, be in the form of Exhibit C-1 (a “Domestic Revolving Note”), (ii) [reserved], (iii) in the case of Canadian Revolving Loans, be in the form of Exhibit C-3 ( a “Canadian Revolving Note”), (iv) in the case of Designated Borrower Revolving Loans, be in the form of Exhibit C-4 (a “Designated Borrower Revolving Note”) (v) in the case of Swing Line Loans, be in the form of Exhibit D (a “Swing Line Note”), (vi) in the case of the Term Loan, be in the form of Exhibit E-1 (a “Term Note”), and (vii) in the case of the Incremental Term Loan, be in the form of Exhibit E-2 (and “Incremental Term Note”). Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b)In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
2.12Payments Generally; Administrative Agent’s Clawback.
(a)General. All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars or Canadian Dollars, as applicable, and in Same Day Funds. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in Canadian Dollars, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Canadian Dollar payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Subject to the definition of “Interest Period”, if any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(b)(i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Term SOFR Loans, Daily Compounded CORRA Loans or Term CORRA Loans (or, in the case of any Borrowing of Base Rate Loans, Daily Simple SOFR Loans or Canadian Prime Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of any Borrowing of Base Rate Loans, Daily Simple SOFR Loans or Canadian Prime Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing and (B) in the case of a payment to be made by the applicable Borrower in Dollars, the interest rate applicable to Base Rate Loans, or in the case of Canadian Dollars, in accordance with such market practice. If the applicable Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the applicable Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
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(i)Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the applicable L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable L/C Issuer, as the case may be, the amount due. With respect to a payment that the Administrative Agent make for the account of the Lenders or any L/C Issuer hereunder as to which the Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the applicable Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by such Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with the banking industry rules on interbank compensation..
A notice of the Administrative Agent to any Lender or the applicable Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
(c)Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the applicable Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.
(d)Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).
(e)Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
2.13Sharing of Payments by Lenders.
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If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it (excluding any amounts applied by the Swing Line Lender to outstanding Swing Line Loans) resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:
(i)if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(ii)the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the applicable Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.14 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to a Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).
Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.
2.14Cash Collateral.
(a)Certain Credit Support Events. If (i) an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) PRA shall be required to provide Cash Collateral pursuant to Section 9.02(c), or (iv) there shall exist a Defaulting Lender, PRA shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases) following any request by the Administrative Agent or the applicable L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender).
(b)Grant of Security Interest. PRA, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grant to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the applicable L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the applicable L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, PRA will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Truist Bank. PRA shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.
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(c)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or Sections 2.03, 2.05, 2.15 or 9.02 in respect of Letters of Credit shall be held and applied in satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.
(d)Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender) (or, as appropriate, its assignee following compliance with Section 11.06(b)(vi)) or (ii) the determination by the Administrative Agent and the applicable L/C Issuer that there exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the applicable L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.
2.15Defaulting Lenders.
(a)Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:
(i)Waivers and Amendment. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.
(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuers or Swing Line Lender hereunder; third, to Cash Collateralize the applicable L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as PRA may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and PRA, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the applicable L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by a Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
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(iii)Certain Fees.
(A)No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).
(B)Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.14.
(C)With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, PRA shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the applicable L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.
(iv)Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders with a Domestic Revolving Commitment in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Domestic Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 5.02(a) and (b) are satisfied at the time of such reallocation (and, unless the applicable Borrower shall have otherwise notified the Administrative Agent at such time, such Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Domestic Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Domestic Revolving Commitment. Subject to Section 11.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.
(v)Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in any amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.14.
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(b)Defaulting Lender Cure. If PRA, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing that a Defaulting Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided, that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.
ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY
3.01Taxes.
(a)Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.
(i)Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of any of the Loan Parties or the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.
(ii)If any Loan Party or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding Taxes, from any payment, then (A) such Loan Party or the Administrative Agent shall withhold or make such deductions as are determined by such Loan Party or the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by such Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholdings and deductions applicable to additional amounts payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.
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(iii)If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional amounts payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.
(b)Payment of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
(c)Tax Indemnifications.
(i)Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, except penalties or expenses that arise as a result of the bad faith, gross negligence or willful misconduct of such Recipient as finally determined by a court of competent jurisdiction. A certificate as to the amount of such payment or liability delivered to PRA by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii)(x) below.
(ii)Each Lender and each L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and each L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).
(d)Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party or by the Administrative Agent to a Governmental Authority as provided in this Section
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3.01, each Loan Party shall deliver to the Administrative Agent or applicable Lender, or the Administrative Agent shall deliver to the applicable Lender, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(e)Status of Lenders; Tax Documentation.
(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to PRA and the Administrative Agent, at the time or times reasonably requested by PRA or the Administrative Agent, such properly completed and executed documentation reasonably requested by PRA or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by PRA or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by PRA or the Administrative Agent as will enable PRA or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii)Without limiting the generality of the foregoing, in the event that the applicable Borrower is a U.S. Person,
(A)any Lender that is a U.S. Person shall deliver to such Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), whichever of the following is applicable:
(I)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(II)executed originals of Internal Revenue Service Form W-8ECI,
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(III)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable; or
(IV)to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner;
(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
(D)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to such Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by such Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(iii)Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the applicable Borrower and the Administrative Agent in writing of its legal inability to do so. For purposes of this Section 3.01(e), the term “Lender” includes any L/C Issuer.
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(f)Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or an L/C Issuer, any refund (for the purposes of this Section 3.01(f), including any application thereof to another amount owed to the refunding Governmental Authority) of Taxes withheld or deducted from funds paid by the Agent for the account of such Lender or the L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party under this Section 3.01(f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to any Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.
(g)Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
3.02Illegality.
If any Law has made it unlawful, or any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to Term SOFR, Daily Compounded CORRA or Term CORRA or any Governmental Authority has imposed material restrictions on the authority of such Lender to determine or charge interest rates based upon Term SOFR, Daily Compounded CORRA or Term CORRA or to purchase or sell, or to take deposits of Canadian Dollars in the applicable interbank market, then, upon notice thereof by such Lender to the Borrowers through the Administrative Agent, (i) any obligation of such Lender to make or maintain Term SOFR Loans, Daily Simple SOFR Loans, Daily Compounded CORRA Loans or Term CORRA Loans in the affected currency or to convert Base Rate Loans to Daily Simple SOFR Loans or Term SOFR Loans, as applicable, or Canadian Prime Rate Loans to Daily Compounded CORRA Loans or Term CORRA Loans, as applicable, shall be, in each case, suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to Term SOFR component of the Base Rate, or if such notice asserts the illegality of such Lender making or maintaining Canadian Prime Rate Loans the interest rate on which is determined by reference to the Term CORRA component of the Canadian Prime Rate, the interest rate on which Canadian Prime Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to Term CORRA component of the Canadian Prime Rate, in each case until such Lender notifies the Administrative Agent and PRA that the circumstances giving rise to such determination no longer exist.
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Upon receipt of such notice, (x) the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay all Daily Simple SOFR Loans, Term SOFR Loans or Term CORRA Loans, as applicable in the affected currency or currencies or, if applicable and such Loans are denominated in Dollars, convert all such Daily Simple SOFR Loans, Term SOFR Loans or Term CORRA Loans, as applicable, of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate) or Canadian Prime Rate Loans (the interest rate on which Canadian Prime Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term CORRA component of the Canadian Prime Rate), as applicable, in the case of Daily Simple SOFR Loans, immediately, and, in the case of Term SOFR Loans, Daily Compounded CORRA Loans or Term CORRA Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Term SOFR Loans, Daily Compounded CORRA Loans or Term CORRA Loans, as applicable, to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loans, Daily Compounded CORRA Loans or Term CORRA Loans, as applicable, (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Term SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR and (z) if such notice asserts the illegality of such Lender determining or charging interest rates based upon CORRA, the Administrative Agent shall during the period of such suspension compute the Canadian Prime Rate applicable to such Lender without reference to the Term CORRA component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon CORRA. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05.
3.03Inability to Determine Rates.
(a)Inability to Determine Rates. If in connection with any request for a Term SOFR Loan, a Daily Simple SOFR Loan, a Daily Compounded CORRA Loan or a Term CORRA Loan or a conversion of Base Rate Loans to Daily Simple SOFR Loans or Term SOFR Loans, as applicable, or a conversion of Canadian Prime Rate Loans to Daily Compounded CORRA Loans or Term CORRA Loans, as applicable, or a continuation of a Term SOFR Loan, a Daily Compounded CORRA Loan or a Term CORRA Loan, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate has been determined in accordance with Section 3.03(b) or Section 3.03(c), and the circumstances under clause (i) of Section 3.03(b) or of Section 3.03(c) or the Scheduled Unavailability Date, has occurred with respect to such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Term SOFR Loan, a proposed Daily Simple SOFR Loan, a proposed Daily Compounded CORRA Loan or a proposed Term CORRA Loan or in connection with an existing or proposed Base Rate Loan or Canadian Prime Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason CORRA for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify PRA and each Lender.
Thereafter, (x) the obligation of the Lenders to make or maintain Loans in the affected currencies, as applicable, or to convert Base Rate Loans to Daily Simple SOFR Loans or Term SOFR Loans, as applicable, or Canadian Prime Rate Loans to Daily Compounded CORRA Loans or Term CORRA Loans, as applicable, shall be suspended in each case to the extent of the affected Loans or Interest Period or determination date(s), as applicable, (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate, shall be suspended and (z) in the event of a determination described in the preceding sentence with respect to the Term CORRA component of the Canadian Prime Rate, the utilization of the Term CORRA component in determining the Canadian Prime Rate, shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice.
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Upon receipt of such notice, (1) the applicable Borrower may revoke any pending request for a Borrowing of, or conversion to Daily Simple SOFR Loans, a Borrowing of, conversion to, or a continuation of Term SOFR Loans, a Borrowing of, conversion to, or a continuation of Daily Compounded CORRA Loans or a Borrowing of, conversion to, or a continuation of Term CORRA Loans to the extent of the applicable Loans or, if applicable, Interest Period or determination date(s), as applicable or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (2) (A) any outstanding Daily Simple SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately and (B) any outstanding affected Term SOFR Loans, Daily Compounded CORRA Loans or Term CORRA Loans, as applicable, at the applicable Borrower’s election, shall either (1) be converted into a Borrowing of Base Rate Loans or Canadian Prime Rate Loans, as applicable, in the amount of such outstanding Term SOFR Loan, Daily Compounded CORRA Loan or Term CORRA Loan, as applicable, at the end of the applicable Interest Period, or (2) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the applicable Borrower in the case of a Term SOFR Loan, a Daily Compounded CORRA Loan or a Term CORRA Loan, by the last day of the current Interest Period for the Term SOFR Loan, Daily Compounded CORRA Loan or the Term CORRA Loan, as applicable, the applicable Borrower shall be deemed to have elected clause (1) above.
(b)Replacement of Daily SOFR, Term SOFR or SOFR Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or PRA or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to PRA) that PRA or Required Lenders (as applicable) have determined, that:
(i)adequate and reasonable means do not exist for ascertaining SOFR and/or one month, three month and six month interest periods of Term SOFR, including, in each case, without limitation, because SOFR or the Term SOFR Screen Rate, as applicable, is not available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii)the Applicable Authority has made one or more public statement(s) identifying a specific date after which SOFR and/or either the one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of Dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide SOFR or such interest periods of Term SOFR after such specific date (the latest date on which SOFR and/or either the one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, the “SOFR Scheduled Unavailability Date”);
then, the Administrative Agent and PRA may amend this Agreement and the other Loan Documents solely for the purposes of replacing each of SOFR and Term SOFR in accordance with this Section 3.03(b) with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar Dollar-denominated credit facilities syndicated and agented in the United States for such alternative benchmarks, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar Dollar-denominated bilateral credit facilities in the United States for such benchmarks (any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a “SOFR Successor Rate”).
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Any such amendment shall become effective at 5:00p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and PRA unless, prior to such timeline, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.
Notwithstanding anything to the contrary herein, if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred with respect to the SOFR Successor Rate then in effect, then in each case, the Administrative Agent and PRA may amend this Agreement and the other Loan Documents solely for the purpose of replacing Term SOFR or any then current SOFR Successor Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark. and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “SOFR Successor Rate”.
(c)Replacement of Relevant Rate or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or PRA or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to PRA) that PRA or Required Lenders (as applicable) have determined, that:
(i)adequate and reasonable means do not exist for ascertaining the Relevant Rate for Canadian Dollars because none of the tenors of such Relevant Rate under this Agreement is available or published on a current basis, and such circumstances are unlikely to be temporary; or
(ii)the Applicable Authority has made a public statement identifying a specific date after which all tenors of the Relevant Rate for Canadian Dollars under this Agreement shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of syndicated loans denominated in Canadian Dollars, or shall or will otherwise cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide such representative tenor(s) of the Relevant Rate for Canadian Dollars (the latest date on which all tenors of the Relevant Rate for Canadian Dollars under this Agreement are no longer representative or available permanently or indefinitely the “Non-SOFR Scheduled Unavailability Date”, and collectively with the SOFR Scheduled Unavailability Date, each a “Scheduled Unavailability Date”).
or if the events or circumstances of the type described in Section 3.03(c)(i) or (ii) have occurred with respect to the Non-SOFR Successor Rate then in effect, then, the Administrative Agent and PRA may amend this Agreement solely for the purpose of replacing the Relevant Rate for Canadian Dollars or any then current Non-SOFR Successor Rate for Canadian Dollars in accordance with this Section 3.03 with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in Canadian Dollars for such alternative benchmarks, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S.
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and denominated in Canadian Dollars for such benchmarks (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a “Non-SOFR Successor Rate”, and collectively with the SOFR Successor Rate, each a “Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and PRA unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.
(d)Successor Rate. The Administrative Agent will promptly (in one or more notices) notify PRA and each Lender of the implementation of any Successor Rate.
Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero percent (0%), the Successor Rate will be deemed to be zero percent (0%) for the purposes of this Agreement and the other Loan Documents.
In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to PRA and the Lenders reasonably promptly after such amendment becomes effective.
(e)For purposes of this Section 3.03, those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in Dollars or Canadian Dollars, as applicable, shall be excluded from any determination of Required Lenders.
3.04Increased Costs.
(a)Increased Costs Generally. If any Change in Law shall:
(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any L/C Issuer;
(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iii)impose on any Lender or an L/C Issuer or any applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement, Term SOFR Loans made by such Lender, Daily Compounded CORRA Loans made by such Lender or Term CORRA Loans made by such Lender or any Letter of Credit or participation therein;
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and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the applicable Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
(b)Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or such L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrowers will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered.
(c)Certificates for Reimbursement. A certificate of a Lender or an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a), (b) or (f) of this Section and delivered to PRA shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.
(d)Delay in Requests. Failure or delay on the part of any Lender or an L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that PRA shall not be required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such L/C Issuer, as the case may be, notifies PRA of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).
(e)[Reserved].
(f)Mandatory Costs.  If any Lender or an L/C Issuer incurs any Mandatory Costs attributable to the Obligations, then from time to time, upon delivery by such Lender or L/C Issuer of a certificate of such Lender or L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer, PRA will pay (or cause the Canadian Borrower or other applicable Borrower to pay) to such Lender or such L/C Issuer, as the case may be, such Mandatory Costs (other than (i) Indemnified Taxes and (ii) Excluded Taxes).  Such amount shall be expressed as a percentage rate per annum and shall be payable on the full amount of the applicable Obligations.
3.05Compensation for Losses.
Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:
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(a)any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan or Canadian Prime Rate Loan on a day other than the last day of any Interest Period, relevant interest payment date or payment period, as applicable for such Loan, if applicable (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b)any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan or Canadian Prime Rate Loan on the date or in the amount notified by the applicable Borrower; or
(c)any failure by PRA to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in Canadian Dollars on its scheduled due date or any payment thereof in a different currency; or
(d)any assignment of a Term SOFR Loan, a Daily Compounded CORRA Loan or Term CORRA Loan on a day other than the last day of the Interest Period therefor as a result of a request by PRA pursuant to Section 11.13;
Such loss, cost or expense shall be limited to the actual loss, cost or expense arising from any actual liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract.
For purposes of calculating amounts payable by PRA to the Lenders under this Section 3.05, (x) each Lender shall be deemed to have funded each Term SOFR Loan made by such Lender at Term SOFR used in determining Term SOFR for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Term SOFR Loan was in fact so funded, (y) each Lender shall be deemed to have funded the Daily Compounded CORRA Loan made by such Lender at Daily Compounded CORRA for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Daily Compounded CORRA Loan was in fact so funded, and (z) each Lender shall be deemed to have funded the Term CORRA Loan made by such Lender at Term CORRA for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Term CORRA Loan was in fact so funded.
3.06Mitigation Obligations; Replacement of Lenders.
(a)Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender, an L/C Issuer or any Governmental Authority for the account of any Lender or an L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of PRA such Lender or such L/C Issuer shall, as applicable, use commercially reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or such L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender or such L/C Issuer, as the case may be. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender or an L/C Issuer in connection with any such designation or assignment.
(b)Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrowers may replace such Lender in accordance with Section 11.13.
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3.07Survival.
All of the Borrowers’ obligations under this Article III shall survive termination of the Commitments, repayment of all other Obligations hereunder and resignation of the Administrative Agent.
ARTICLE IV
GUARANTY
4.01The Guaranty.
(a)Each of the Subsidiary Guarantors hereby jointly and severally guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) strictly in accordance with the terms thereof. The Subsidiary Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise), the Subsidiary Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory Cash Collateralization or otherwise) in accordance with the terms of such extension or renewal.
(b)PRA hereby guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Designated Borrower Obligations and the Canadian Borrower Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. PRA hereby further agrees that if any of the Designated Borrower Obligations or the Canadian Borrower Obligations, as applicable, are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), PRA will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Designated Borrower Obligations or the Canadian Borrower Obligations, as applicable, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal.
(c)Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, Swap Contracts or Treasury Management Agreements, the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable state law.
(d)Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, in no event shall any Canadian Guarantor be a guarantor of any Obligations other than the Canadian Borrower Obligations.
4.02Obligations Unconditional.
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(a)The obligations of the Subsidiary Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents, Swap Contracts or Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than the defense that the Obligations (other than contingent indemnification or expense reimbursement obligations, Obligations under Treasury Management Agreements and Swap Contracts or Letters of Credit to the extent cash collateralized or appropriate backstop letters of credit have been issued) have been paid in full), it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against PRA or any other Guarantor for amounts paid under this Article IV until such time as the Obligations (other than contingent indemnification or expense reimbursement obligations, Obligations under Treasury Management Agreements and Swap Contracts or Letters of Credit to the extent cash collateralized or appropriate backstop letters of credit have been issued) have been paid in full and the Commitments have expired or terminated.
(b)The obligations of PRA under Section 4.01 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents, Swap Contracts or Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Designated Borrower Obligations or the Canadian Borrower Obligations, as applicable, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.02 that the obligations of PRA hereunder shall be absolute and unconditional under any and all circumstances. PRA agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Designated Borrower or the Canadian Borrower, as applicable, for amounts paid under this Article IV until such time as the Designated Borrower Obligations or the Canadian Borrower Obligations (in each case, other than contingent indemnification or expense reimbursement obligations, Obligations under Treasury Management Agreements and Swap Contracts or Letters of Credit to the extent cash collateralized or appropriate backstop letters of credit have been issued) have been paid in full and the Commitments have expired or terminated.
(c)Without limiting the generality of the foregoing sections (a) and (b), it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:
(i)at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;
(ii)any of the acts mentioned in any of the provisions of any of the Loan Documents, any Swap Contract between any Loan Party and any Swap Bank, or any Treasury Management Agreement between any Loan Party and any Treasury Management Bank, or any other agreement or instrument referred to in the Loan Documents, such Swap Contracts or such Treasury Management Agreements shall be done or omitted;
(iii)the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, any Swap Contract between any Loan Party and any Swap Bank, or any Treasury Management Agreement between any Loan Party and any Treasury Management Bank, or any other agreement or instrument referred to in the Loan Documents, such Swap Contracts or such Treasury Management Agreements shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;
(iv)any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or
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(v)any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).
(d)Without prejudice to the generality of Section 4.02(c), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.
(e)Notwithstanding anything herein to the contrary, no Subsidiary Guarantor shall cease to be a Subsidiary Guarantor solely as a result of such Subsidiary Guarantor ceasing to be a Wholly Owned Subsidiary unless such Subsidiary either (a) becomes non-wholly-owned pursuant to a bona fide equity investment by a non-Affiliate third-party or (b) becomes a bona fide joint venture with a non-Affiliated third party as determined in good faith by the Borrowers in consultation with the Administrative Agent, and (ii) after giving pro forma effect to the consummation of the relevant transaction and the release of such Subsidiary Guarantor, the Borrowers are deemed to have made a new Investment in such non-wholly-owned Person or joint venture, as the case may be (as if such Person was then newly acquired) equal to the fair market value of such released Subsidiary Guarantor and such Investment is permitted pursuant to this Agreement); provided that no such release shall occur if such Subsidiary Guarantor continues (after giving effect to the consummation of such transaction or designation) to be a guarantor or provide any credit support in respect of any Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an outstanding aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount.
With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Swap Contract between any Loan Party and any Swap Bank, or any Treasury Management Agreement between any Loan Party and any Treasury Management Bank, or any other agreement or instrument referred to in the Loan Documents, such Swap Contracts or such Treasury Management Agreements, or against any other Person under any other guarantee of, or security for, any of the Obligations.
4.03Reinstatement.
(a)The obligations of the Subsidiary Guarantors under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Subsidiary Guarantor agrees that it will indemnify the Administrative Agent and each Lender on demand for all reasonable and documented costs and expenses (including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of one primary outside counsel to the Administrative Agent and the Lenders, taken as a whole, and in the event of any actual or potential conflict of interest, one additional counsel for each Lender subject to such conflict) incurred by the Administrative Agent or such Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.
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(b)The obligations of PRA under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Designated Borrower Obligations or the Canadian Borrower Obligations, as applicable, is rescinded or must be otherwise restored by any holder of any of the Designated Borrower Obligations or the Canadian Borrower Obligations, as applicable, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and PRA agrees that it will indemnify the Administrative Agent and each Lender on demand for all reasonable and documented costs and expenses (including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of one primary outside counsel to the Administrative Agent and the Lenders, taken as a whole, and in the event of any actual or potential conflict of interest, one additional counsel for each Lender subject to such conflict) incurred by the Administrative Agent or such Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.
4.04Certain Additional Waivers.
Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06.
4.05Remedies.
(a)The Subsidiary Guarantors agree that, to the fullest extent permitted by law, as between the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, the Obligations may be declared to be forthwith due and payable as provided in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Subsidiary Guarantors for purposes of Section 4.01. The Subsidiary Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Collateral Documents and that the Lenders may exercise their remedies thereunder in accordance with the terms thereof.
(b)PRA agrees that, to the fullest extent permitted by law, as between PRA, on the one hand, and the Administrative Agent and the Lenders, on the other hand, the Designated Borrower Obligations and/or the Canadian Borrower Obligations, as applicable, may be declared to be forthwith due and payable as provided in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Designated Borrower Obligations and/or the Canadian Borrower Obligations, as applicable, from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Designated Borrower Obligations and/or the Canadian Borrower Obligations, as applicable, being deemed to have become automatically due and payable), the Designated Borrower Obligations and/or the Canadian Borrower Obligations, as applicable, (whether or not due and payable by any other Person) shall forthwith become due and payable by PRA for purposes of Section 4.01. PRA acknowledges and agrees that its obligations hereunder are secured in accordance with the terms of the Collateral Documents and that the Lenders may exercise their remedies thereunder in accordance with the terms thereof.
4.06Rights of Contribution.
The Subsidiary Guarantors and PRA agree among themselves that, in connection with payments made hereunder, each Subsidiary Guarantor and PRA shall have contribution rights against the other Subsidiary Guarantors and PRA as permitted under applicable law.
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Such contribution rights shall be subordinate and subject in right of payment to the obligations of such Subsidiary Guarantors and PRA under the Loan Documents and neither PRA nor any Subsidiary Guarantor shall exercise such rights of contribution until all Obligations (other than unasserted contingent indemnification or expense reimbursement obligations, obligations owing under Treasury Management Agreements or Swap Contracts or L/C Obligations to the extent Cash Collateralized) have been paid in full and the Commitments have terminated.
4.07Guarantee of Payment; Continuing Guarantee.
(a)The guarantee given by the Subsidiary Guarantors in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.
(b)The guarantee given by PRA in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Designated Borrower Obligations and Canadian Borrower Obligations whenever arising.
4.08Keepwell.
Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Specified Loan Party or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article IV voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 4.08 to constitute, and this Section 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Loan Party for all purposes of the Commodity Exchange Act.
4.09Appointment of PRA.
Each of the Loan Parties hereby appoints PRA to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) PRA may execute such documents and provide such authorizations on behalf of such Loan Parties as PRA deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, an L/C Issuer or a Lender to PRA shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuers or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by PRA on behalf of each of the Loan Parties.
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ARTICLE V

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
5.01Conditions of Initial Credit Extension.
This Agreement shall become effective upon and the obligation of the L/C Issuers and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a)Loan Documents. Receipt by the Administrative Agent of executed counterparts of this Agreement and the other Loan Documents, each properly executed by a Responsible Officer of the signing Loan Party and, in the case of this Agreement, by each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.
(b)Opinions of Counsel. Receipt by the Administrative Agent of opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the Restatement Date, and in form and substance reasonably satisfactory to the Administrative Agent.
(c)No Material Adverse Change. There shall not have occurred a material adverse change, since December 31, 2023, in the business, assets, properties or financial condition of PRA and its Subsidiaries, taken as a whole.
(d)Litigation. There shall not exist any action, suit, investigation or proceeding pending or to the knowledge of PRA, threatened in any court or before an arbitrator or Governmental Authority as to which there is a reasonable likelihood of an adverse determination with respect to any Loan Party or any of its Subsidiaries and that, if adversely determined, could reasonably be expected to have a Material Adverse Effect.
(e)Organization Documents, Resolutions, Etc.Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i)copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary (or, in the case of the Canadian Borrower or a Canadian Guarantor, an officer) of such Loan Party to be true and correct as of the Restatement Date;
(ii)such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and
(iii)such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.
(f)Perfection and Priority of Liens. Receipt by the Administrative Agent of the following:
(i)searches of UCC filings and, with respect to the Canadian Borrower, the personal property registry, in the jurisdiction of formation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;
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(ii)UCC and/or PPSA financing statements, as applicable, for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral;
(iii)all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the Pledge Agreement and/or Canadian Security Agreement, together with duly executed in blank and undated stock powers attached thereto;
(iv)searches of ownership of, and Liens on, intellectual property of each Loan Party in the U.S. Patent and Trademark Office, U.S. Copyright Office and the Canadian Intellectual Property Office; and
(v)duly executed notices of grant of security interest in the form required by the Security Agreement as are necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the intellectual property of the Loan Parties.
(g)Evidence of Insurance. Receipt by the Administrative Agent of copies of insurance policies or certificates of insurance of the Loan Parties evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including, but not limited to, naming the Administrative Agent as additional insured (in the case of liability insurance) or Lender’s loss payee (in the case of hazard insurance) on behalf of the Lenders.
(h)Borrowing Base Certificate and Canadian Borrowing Base Certificate. Receipt by the Administrative Agent of (i) a Borrowing Base Certificate for the month ended August 31, 2024 and (b) a Canadian Borrowing Base Certificate for the month ended August 31, 2024.
(i)Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of PRA certifying that (i) the conditions specified in Sections 5.01(c) and (d) and Sections 5.02(a) and (b) have been satisfied and (ii) PRA and its Subsidiaries (after giving effect to the transactions contemplated hereby and the incurrence of Indebtedness related thereto) are Solvent on a consolidated basis.
(j)Existing Credit Agreement. The Borrowers shall have (i) paid all accrued and unpaid interest with respect to the outstanding Loans through the Restatement Date, (ii) prepaid any Domestic Revolving Loans and Canadian Revolving Loans to the extent necessary to keep the outstanding Domestic Revolving Loans and Canadian Revolving Loans ratable with the revised Domestic Revolving Commitments and Canadian Revolving Commitments as of the Restatement Date, (iii) paid all accrued commitment fees owing pursuant to the Existing Credit Agreement, (iv) paid all principal, interest and other Obligations owing to any lender under the Existing Credit Agreement who does not have a Commitment hereunder and (v) to the extent necessary, repaid any term loans in excess of the Term Loan Commitments of the Lenders hereunder.
(k)Fees. Receipt by the Administrative Agent, Truist Securities and the Lenders of any fees required to be paid on or before the Restatement Date.
(l)Attorney Costs. Unless waived by the Administrative Agent, PRA shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Restatement Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between PRA and the Administrative Agent).
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Without limiting the generality of the provisions of the last paragraph of Section 11.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Date specifying its objection thereto.
5.02Conditions to all Credit Extensions.
The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent:
(a)The representations and warranties of the Borrowers and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.
(b)No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.
(c)The Administrative Agent and, if applicable, the applicable L/C Issuer and/or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.
(d)In the case of a Credit Extension that is a Designated Borrower Revolving Loan, then the conditions of Section 2.02(f)(iii) to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent.
(e)In the case of a Credit Extension to be denominated in Canadian Dollars, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, applicable Lenders or the applicable L/C Issuer (in the case of any Letter of Credit to be denominated in Canadian Dollars) would make it impracticable for such Credit Extension to be denominated in Canadian Dollars.
Each Request for Credit Extension submitted by a Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.
ARTICLE VI

REPRESENTATIONS AND WARRANTIES
The Loan Parties represent and warrant to the Administrative Agent and the Lenders that:
6.01Existence, Qualification and Power.
Each Loan Party (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
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6.02Authorization; No Contravention.
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not (a) violate the terms of any of such Person’s Organization Documents; (b) violate or create any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law in any material respect (including, without limitation, Regulation U or Regulation X issued by the FRB) except in each case referred to in clause (b)(ii), to the extent that such conflict, breach, creation, payment or violation could not reasonably be expected to have a Material Adverse Effect.
6.03Governmental Authorization; Other Consents.
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document other than (a) those that have already been obtained and are in full force and effect, (b) filings to perfect the Liens created by the Collateral Documents and (c) those that the failure to obtain could not reasonably be expected to have a Material Adverse Effect.
6.04Binding Effect.
Each Loan Document when delivered hereunder has been duly executed and delivered by each Loan Party that is party thereto. Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms (subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting the enforceability of creditors rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies whether in a proceeding at law or in equity).
6.05Financial Statements; No Material Adverse Effect.
(a)The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of PRA and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of PRA and its Subsidiaries as of the date thereof which would be required to be disclosed by GAAP.
(b)[Reserved];
(c)From the date of the Audited Financial Statements to and including the Restatement Date, there has been no Disposition by any Loan Party or any Subsidiary, or any Involuntary Disposition, of any material part of the business or property of the Loan Parties and their respective Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material to the Loan Parties and their respective Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Restatement Date.
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(d)The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of PRA and its Subsidiaries as of the dates thereof and for the periods covered thereby.
(e)Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
6.06Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of its Subsidiaries or against any of their properties or revenues (a) that purport to materially and adversely affect this Agreement or any other Loan Document, or any of the transactions contemplated hereby or (b) as to which there is a reasonable likelihood of an adverse determination with respect to such Loan Party or any of its Subsidiaries and that, if adversely determined, could reasonably be expected to have a Material Adverse Effect.
6.07No Default.
(a)Neither any Loan Party nor any Subsidiary is in default under or with respect to any Contractual Obligation that could reasonably be expected to have a Material Adverse Effect.
(b)No Default has occurred and is continuing.
6.08Ownership of Property; Liens.
Each Loan Party and each of its respective Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of each Loan Party and its Subsidiaries is subject to no Liens, other than Permitted Liens.
6.09Environmental Compliance.
Except as could not reasonably be expected to have a Material Adverse Effect:
(a)Each of the Facilities and all operations of any Loan Party and its Subsidiaries at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation by them of any applicable Environmental Law with respect to the Facilities or the Businesses, and to the knowledge of the Loan Parties there are no conditions relating to the Facilities or the Businesses that would likely give rise to the liability of any Loan Party or its Subsidiaries under any applicable Environmental Laws.
(b)To the knowledge of the Loan Parties, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation by a Loan Party or any of its Subsidiaries of, or would likely give rise to liability of any Loan Party and its Subsidiaries under, applicable Environmental Laws.
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(c)Neither any Loan Party nor any Subsidiary has received any written notice of, or written inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d)No Loan Party or any Subsidiary, or to the knowledge of any Loan Party or any other Person, has transported or disposed of Hazardous Materials from the Facilities, or generated, treated, stored or disposed of Hazardous Materials at, on or under any of the Facilities or any other location, in each case in violation of, or in a manner that would be reasonably likely to give rise to the liability of any Loan Party or its Subsidiaries under any applicable Environmental Law.
(e)No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Loan Parties, threatened, under any Environmental Law against any Loan Party or any Subsidiary nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party, any Subsidiary or the Businesses.
(f)To the knowledge of the Loan Parties, there has been no release or threat of release of Hazardous Materials arising from or related to the operations (including, without limitation, disposal) of any Loan Party or any Subsidiary in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that would likely give rise to the liability of any Loan Party or its Subsidiaries under Environmental Laws.
6.10Insurance.
The properties of the Loan Parties and their Subsidiaries are insured with insurance companies that PRA believes are financially sound and reputable not Affiliates of such Persons, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates. The insurance coverage of the Loan Parties and their Subsidiaries as in effect on the Restatement Date is outlined as to carrier, policy number, expiration date, type, amount and deductibles on Schedule 6.10.
6.11Taxes.
Except as disclosed in PRA’s Form 10Q or Form 10K filings with the SEC prior to the Restatement Date, the Loan Parties and their Subsidiaries have filed all federal, provincial, territorial and state income and other material tax returns and reports required to be filed, and have paid all federal and state income and other material Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement as of the Restatement Date.
6.12ERISA Compliance and Canadian Pension Plans.
(a)There are no pending or, to the knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any applicable Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.
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(b)(i) no ERISA Event has occurred during the period beginning six years prior to the date on which this representation is made and neither PRA nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan; (ii) neither PRA nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iii) neither PRA nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 et seq. with respect to a Multiemployer Plan; (iv) neither PRA nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan or Multiemployer Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PGBC to institute proceedings under Title IV of ERISA to terminate any such Pension Plan or Multiemployer Plan in any case, other than the occurrence of any event or condition described in this Section 6.12(b) that has not resulted or could not reasonably be expected to result in a Material Adverse Effect.
(c)Except as would not reasonably be expected to result in a Material Adverse Effect, (i) each Plan is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other applicable federal or state laws; (ii) each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination, opinion or advisory letter from the Internal Revenue Service to the effect that the form of such Pension Plan is qualified under Section 401(a) of the Internal Revenue Code (or an application for such a letter has been sent to be processed by the Internal Revenue Service) and (iii) to the knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.
(d)The Borrowers represent and warrant as of the Restatement Date that the Borrowers are not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans as Collateral or to satisfy any Borrower’s obligations under the Loans, the Letters of Credit or the Commitments.
(e)(i) No Loan Party sponsors, administers, contributes to, is required to contribute to, or has any actual or contingent obligation or liability if respect of, any Canadian Pension Plan, and (ii) no Canadian Pension Event has occurred.
6.13Subsidiaries.
Set forth on Schedule 6.13 is a complete and accurate list as of the Restatement Date of each Subsidiary of any Loan Party, together with (i) jurisdiction of formation, (ii) number and percentage of outstanding shares of each class owned by any Loan Party or any Subsidiary and (iii) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Equity Interests of each Subsidiary of any Loan Party is validly issued and, to the extent applicable, fully paid and non-assessable.
6.14Margin Regulations; Investment Company Act.
(a)The Borrowers are not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the applicable Borrower only or of such Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 8.01 or Section 8.05 or subject to any restriction contained in any agreement or instrument between PRA and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 9.01(e) will be margin stock.
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(b)No Loan Party or any Subsidiary of any Loan Party is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
6.15Disclosure.
No written report, certificate or other information (other than projections, pro forma financial information and information of a general economic or industry nature) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender on or before the Restatement Date in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document, as and when furnished, taken as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained therein not materially misleading, in light of the circumstances under which such statements were made and after giving effect to any updates of the written reports, certificates or other information provided to the Administrative Agent or any Lender from time to time. With respect to projected financial information, pro forma financial information and information of a general economic or industry nature, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made, it being understood and recognized by the Administrative Agent, L/C Issuers, Swing Line Lender and the Lenders, that projections, by their nature, are inherently uncertain and subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and no assurances are being given by the Loan Parties that the results reflected in such projections will be achieved, that actual results may differ and that such differences may be material. As of the Restatement Date, to the knowledge of a Responsible Officer of the Borrowers, the information included in the Beneficial Ownership Certification provided to any Lender on or prior to such date in connection with this Credit Agreement is true and correct in all respects.
6.16Compliance with Laws.
Each Loan Party and each Subsidiary is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
6.17Intellectual Property; Licenses, Etc.
Each Loan Party and its Subsidiaries own all of the trademarks, service marks, trade names, copyrights, patents, patent rights and other intellectual property rights (collectively, “IP Rights”) that they purport to own and all contracts pursuant to which any Loan Party or their Subsidiaries are granted rights from a third party to use IP Rights material to its business are valid and binding, except, in each case, where failure to own such rights or possess such valid and binding contractual rights could not reasonably be expected to have a Material Adverse Effect. Set forth on Schedule 6.17 is a list of all IP Rights registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by each Loan Party as of the Restatement Date. Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, (i) no claim has been asserted and is pending by any Person against any Loan Party before any Governmental Authority challenging or questioning the use by any Loan Party of any IP Rights or the validity or effectiveness of any IP Rights owned by any Loan Party, nor does any Loan Party know of any reasonable basis for such claim, and, (ii) to the knowledge of the Loan Parties, the use of any IP Rights by any Loan Party or any of its Subsidiaries or the granting of a right or a license in respect of any IP Rights by any Loan Party or any of its Subsidiaries does not infringe on the rights of any Person.
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As of the Restatement Date, none of the IP Rights owned by any of the Loan Parties or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except for implied licenses granted by any Loan Party or their Subsidiaries to third parties in the ordinary course of business in connection with the sale, lease or transfer of products or as set forth on Schedule 6.17.
6.18Solvency.
The Loan Parties are Solvent on a consolidated basis.
6.19Perfection of Security Interests in the Collateral.
Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, the provisions of the Collateral Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently perfected security interests and Liens, prior to all other Liens other than Permitted Liens upon (i) the filing of appropriate UCC and PPSA financing statements in the applicable financing offices and payment of applicable filing fees, (ii) the taking possession or control by the Administrative Agent of collateral with respect to which a security interest may be perfected only by possession or control and (iii) the filing or recording of mortgages, if any, in the applicable recording offices.
6.20Business Locations.
Set forth on Schedule 6.20(a) is the tax payer identification number and organizational identification number of each Loan Party as of the Restatement Date. The exact legal name and state or other jurisdiction of organization of each Loan Party is as set forth on the signature pages hereto. Except as set forth on Schedule 6.20(b), no Loan Party has during the five years preceding the Restatement Date (i) changed its legal name, (ii) changed its state or other jurisdiction of formation, or (iii) been party to a merger, consolidation or other change in structure.
6.21Labor Matters.
There are no collective bargaining agreements or Multiemployer Plans covering the employees of any Loan Party or any Subsidiary as of the Restatement Date and neither any Loan Party nor any Subsidiary has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five years.
6.22OFAC; Anti-Corruption Laws; Anti-Money Laundering Laws.
(a)No Loan Party, nor, to the knowledge of any Loan Party, any director, officer, employee, agent or representative thereof, (i) is located, organized or residing in any Designated Jurisdiction, (ii) is a Person on OFAC’s list of “Specially Designated Nationals and Blocked Persons”, HMT’s Consolidated List of Financial Sanctions Targets and Investment Ban List or any similar list enforced by Canada or any relevant Sanctions authority, (iii) subject or target of any Sanctions, or (iv) a Person that is owned or controlled by any Person described in paragraphs (i) through (iii), and in the case of Canadian Sanctions, also any Person whose property is deemed to be owned by any Person described in paragraphs (i) through (iii), (any Person described in any of paragraphs (i) through (iv), a “Sanctioned Person”). The Loan Parties will not directly or, to the knowledge of the Loan Parties, after due inquiry, indirectly, use the proceeds of the Loans for the purpose of financing the activities of any Sanctioned Person or any Person in any country or territory that at such time is the subject of any Sanctions, or in violation of Anti-Corruption Laws, Sanctions or Anti-Money Laundering Laws.
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(b)The Loan Parties and their Subsidiaries have conducted their business and are in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions in all material respects. Each of the Loan Parties have, and have on behalf of its Subsidiaries, instituted, maintained and enforced written policies and procedures designed to ensure past and continued compliance therewith.
(c)To the knowledge of the Loan Parties, none of the Loan Parties, any of their Subsidiaries, or any director, officer, employee, agent, or Affiliate of the Loan Parties or any of their Subsidiaries, is or has been the subject of any investigation, inquiry or enforcement proceedings by any Governmental Authority regarding any violation or alleged violation of any Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions, and, to the knowledge of the Loan Parties, no such investigation, inquiry or proceeding has been threatened.
6.23Canadian Borrower.
Each of PRA and the Canadian Borrower represents and warrants to the Administrative Agent and the Lenders that:
(a)The Canadian Borrower is subject to civil and commercial Laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party (collectively as to the Canadian Borrower, the “Applicable Canadian Borrower Documents”), and the execution, delivery and performance by the Canadian Borrower of the Applicable Canadian Borrower Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither the Canadian Borrower nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which the Canadian Borrower is organized and existing in respect of its obligations under the Applicable Canadian Borrower Documents.
(b)The Applicable Canadian Borrower Documents are in proper legal form under the Laws of the jurisdiction in which the Canadian Borrower is organized and existing for the enforcement thereof against the Canadian Borrower under the Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Canadian Borrower Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Canadian Borrower Documents that the Applicable Canadian Borrower Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which the Canadian Borrower is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Canadian Borrower Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the Applicable Canadian Borrower Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid.
(c)The execution, delivery and performance of the Applicable Canadian Borrower Documents executed by the Canadian Borrower are, under applicable foreign exchange control regulations of the jurisdiction in which the Canadian Borrower is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (ii) shall be made or obtained as soon as is reasonably practicable).
6.24Affected Financial Institution.
No Loan Party is an Affected Financial Institution.
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6.25Covered Entity.
No Loan Party is a Covered Entity.
ARTICLE VII

AFFIRMATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than unasserted contingent indemnification and expense reimbursement obligations and obligations owing under Treasury Management Agreements or Swap Contracts), or any Letter of Credit shall remain outstanding (unless such Letters of Credit shall have been Cash Collateralized), the Loan Parties shall and shall cause each Subsidiary to:
7.01Financial Statements.
Deliver to the Administrative Agent:
(a)upon the earlier of the date that is ninety days after the end of each fiscal year of PRA or the date such information is filed with the SEC, a consolidated balance sheet of PRA and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (it being understood that such financial statements and opinions may be furnished if included therein, in the form of PRA’s annual report on Form 10-K and any related annual report filed with the SEC); and
(b)upon the earlier of the date that is forty-five days after the end of each of the first three fiscal quarters of each fiscal year of PRA or the date such information is filed with the SEC, a consolidated balance sheet of PRA and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal quarter and for the portion of PRA’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of PRA as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of PRA and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes (it being understood that such financial statements may be furnished if included therein, in the form of PRA’s quarterly report on Form 10-Q filed with the SEC).
7.02Certificates; Other Information.
Deliver to the Administrative Agent:
(a)concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of PRA;
(b)(i) within thirty days after the end of each calendar month beginning with the calendar month ending September 30, 2024, (A) a duly completed Borrowing Base Certificate signed by a Responsible Officer of PRA, together with a full accounts receivable aging report, prepared by the management of PRA and (B) a duly completed Canadian Borrowing Base Certificate signed by a Responsible Officer of the Canadian Borrower, together with a full accounts receivable aging report, prepared by the management of the Canadian Borrower, in each case, in a substantially similar form as provided by PRA or the Canadian Borrower, as applicable, to the Administrative Agent or is otherwise reasonably acceptable to the Administrative Agent and (ii) upon the request of the Administrative Agent, an Asset Pool Report;
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(c)no more than ninety days after the end of each fiscal year of PRA, beginning with the fiscal year ending December 31, 2024, an annual business plan and budget of PRA and its Subsidiaries for such fiscal year;
(d)promptly after the same are filed with the SEC, copies of each annual report, proxy or financial statement or other report or communication sent to the equityholders of PRA, and copies of all annual, regular, periodic and special reports and registration statements which a Loan Party may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(e)promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or written recommendations submitted to the board of directors (or the audit committee of the board of directors) of PRA by independent accountants in connection with the accounts or books of PRA or any Subsidiary, or any audit of any of them;
(f)promptly, such additional information regarding the business, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time reasonably request;
(g)concurrently with the delivery of the financial statements referred to in Section 7.01(a), a certificate of a Responsible Officer of PRA (i) listing (A) all applications by any Loan Party, if any, for Copyrights, Patents or Trademarks (each such term as defined in the Security Agreement) made since the date of the prior certificate (or, in the case of the first such certificate, the Restatement Date), (B) all issuances of registrations or letters on existing applications by any Loan Party for Copyrights, Patents and Trademarks (each such term as defined in the Security Agreement) received since the date of the prior certificate (or, in the case of the first such certificate, the Restatement Date), and (C) all Trademark Licenses, Copyright Licenses and Patent Licenses (each such term as defined in the Security Agreement) entered into by any Loan Party since the date of the prior certificate (or, in the case of the first such certificate, the Restatement Date), (ii) attaching the insurance binder or other evidence of insurance for any insurance coverage of any Loan Party or any Subsidiary that was renewed, replaced or modified during the period covered by such financial statements and (iii) listing all Indebtedness currently outstanding pursuant to Section 8.03(r) of this Agreement, including the amount of such Indebtedness attributable to each country outside the United States; and
(h)promptly following any request therefor, information and documentation reasonably requested by an Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable Anti-Money Laundering Laws, and, with respect to any Beneficial Ownership Certification delivered to any Lender, promptly after a Responsible Officer of the Borrower has knowledge notify the Administrative Agent of any change in the information provided that would result in a change to the list of beneficial owners identified in such certification.
(i)To the extent any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, an updated Beneficial Ownership Certification promptly following any change in the information provided in the Beneficial Ownership Certification delivered to any Lender in relation to such Loan Party that would result in a change to the list of beneficial owners identified in such certification.
Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which PRA posts such documents, or provides a link thereto on PRA’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on PRA’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: if notifications are no longer provided by the SEC’s website, PRA shall notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.
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PRA hereby acknowledges that (a) the Administrative Agent and/or Truist Securities may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of PRA hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to PRA or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. PRA hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” PRA shall be deemed to have authorized the Administrative Agent, Truist Securities and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to PRA or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” and (z) the Administrative Agent and Truist Securities shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated as “Public Side Information.”
7.03Notices.
(a)Promptly after a Responsible Officer of PRA has knowledge thereof, notify the Administrative Agent of the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such default shall not itself result in an Event of Default hereunder).
(b)Promptly after a Responsible Officer of PRA has knowledge thereof, notify the Administrative Agent of any matter that has resulted, or to any Loan Party’s knowledge, could reasonably be expected to result in a Material Adverse Effect.
(c)Promptly after a Responsible Officer of PRA has knowledge thereof, notify the Administrative Agent of the occurrence of any ERISA Event that could reasonably be expected to result in liability to any Loan Party in excess of the Threshold Amount.
(d)Promptly notify the Administrative Agent of any material change in accounting policies or financial reporting practices by PRA or any Subsidiary (other than as required by Law or GAAP).
Each notice pursuant to this Section 7.03(a) through (d) shall be accompanied by a statement of a Responsible Officer of PRA setting forth details of the occurrence referred to therein and stating what action the applicable Loan Party has taken and proposes to take with respect thereto. Each notice pursuant to Section 7.03(a) shall describe with reasonable particularity any and all provisions of this Agreement and any other Loan Document that have been breached.
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7.04Payment of Obligations.
Pay and discharge, as the same shall become due and payable, all its material obligations and liabilities, including (a) all material Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Loan Party or such Subsidiary; and (b) all lawful claims which, if unpaid, would by law become a Lien upon its property (other than a Permitted Lien).
7.05Preservation of Existence, Etc.
(a)Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.04 or 8.05.
(b)Preserve, renew and maintain in full force and effect its good standing under the Laws of the jurisdiction of its organization, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect.
(c)Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary in the operation of its business as then being conducted, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.
(d)Preserve or renew all of its material registered patents, copyrights, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.
7.06Maintenance of Properties.
(a)Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business as then being conducted in good working order and condition, ordinary wear and tear and Involuntary Dispositions excepted.
(b)Make all necessary repairs thereto and renewals and replacements thereof, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
7.07Maintenance of Insurance.
Maintain in full force and effect insurance (including worker’s compensation insurance, liability insurance, casualty insurance and business interruption insurance) with insurance companies that PRA believes to be financially sound and reputable not Affiliates of any Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates. The Administrative Agent shall be named as loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, that it will give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be altered or canceled.
7.08Compliance with Laws.
Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
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7.09Books and Records.
(a)Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP in all material respects consistently applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary, as the case may be.
(b)Maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Loan Party or such Subsidiary, as the case may be.
7.10Inspection Rights.
Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants and at such reasonable times during normal business hours, upon reasonable advance notice to PRA and subject to reasonable requests for confidentiality, including as may be required by Law or contract; provided, however, that unless an Event of Default exists, PRA shall not be required to pay expenses relating to more than one inspection by the Administrative Agent in any calendar year; provided further, that the applicable Loan Party may, at its option, have one or more employees or representatives present at any inspection, examination or discussion; provided further that when an Event of Default has occurred and is continuing the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of PRA at any time during normal business hours and upon reasonable advance notice.
7.11Use of Proceeds.
Use the proceeds of the Credit Extensions (a) to refinance certain existing Indebtedness, (b) to finance working capital, Permitted Acquisitions and capital expenditures and (c) for other general corporate purposes, provided that in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any Loan Document.
7.12Additional Subsidiaries.
Within thirty (30) days (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) after the acquisition or formation of any Canadian Subsidiary or Domestic Subsidiary:
(a)notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by a Borrower or any Subsidiary and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and
(b)if such Subsidiary is a Domestic Subsidiary and a Wholly Owned Subsidiary, cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(e) and (f) and if reasonably requested by the Administrative Agent, opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form and content reasonably satisfactory to the Administrative Agent; provided, that, none of the Excluded Domestic Subsidiaries or Permitted Purchase Obligations SPVs shall be required to become a Guarantor with respect to PRA’s Obligations under the Loan Documents.
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(c)if such Subsidiary is a Canadian Subsidiary and a Wholly Owned Subsidiary, cause such Person to (i) become a Guarantor with respect to the Canadian Borrower Obligations by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, and (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(e) and (f) (or applicable Canadian equivalents) and if reasonably requested by the Administrative Agent, opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form and content reasonably satisfactory to the Administrative Agent.
7.13ERISA Compliance.
Make, and cause each of its ERISA Affiliates to make, all required contributions to any Pension Plan subject to Section 412, Section 430 or Section 431 of the Internal Revenue Code.
7.14Pledged Assets.
(a)Equity Interests. Within thirty (30) days (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) after the acquisition or formation of any Subsidiary, cause (a) 100% of the issued and outstanding Equity Interests of each Domestic Subsidiary (other than any Excluded Domestic Subsidiaries) and (b) 65% (or such greater percentage that, due to a change in an applicable Law after the date hereof, (1) could not reasonably be expected to cause at any time the undistributed earnings of such Excluded Domestic Subsidiary or Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not at any time reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Excluded Domestic Subsidiary or Foreign Subsidiary directly owned by a Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.
(b)Other Property. (i) Cause all of its owned and leased personal property other than Excluded Property to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such property acquired subsequent to the Restatement Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, a Canadian Pledge Agreement to the extent the Canadian Borrower forms or acquires any Subsidiaries, appropriate UCC-1 financing statements, PPSA financing statements, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) (it is understood that the Administrative Agent shall have no right to request an opinion pursuant to this Section 7.14(b) with respect to any matter or document that is already covered by another opinion issued to the Administrative Agent and that no opinion shall be required if the cost of obtaining such opinion exceeds the benefit of obtaining such opinion) and other items of the types required to be delivered pursuant to Section 5.01(f), all in form and content reasonably satisfactory to the Administrative Agent.
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(c)Canadian Assets.
(i)Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, (x) in no event shall any Lien created under any Loan Document on the property or assets of the Canadian Borrower or any Canadian Guarantor be deemed to secure any Obligations other than the Canadian Borrower Obligations or the Obligations of such Canadian Guarantor and (y) in no event shall any Lien created under any Loan Document on the property or assets of PRA or any Domestic Subsidiary be deemed to secure the Canadian Borrower Obligations or the guaranty by PRA or any Domestic Subsidiary of the Canadian Borrower Obligations.
(ii)It is understood and agreed that if the value of the property and/or assets located in Quebec (or in respect of which the creation or perfection of a security interest would otherwise be governed by the laws of Quebec) of the Canadian Borrower and the Canadian Guarantors (excluding, for the avoidance of doubt, any accounts receivable or other similar claims that are owed or payable to the Canadian Borrower or any Canadian Guarantor by debtors located or who carry on business in Quebec, so long as the Canadian Borrower or such Canadian Guarantor is not organized under the laws of Quebec and does not have its registered or chief executive office in Quebec) exceeds $250,000 in the aggregate at any time, the Canadian Borrower and the Canadian Guarantors shall take such steps as are deemed necessary by the Administrative Agent in its reasonable discretion to ensure that such property and/or assets are subject at all times to first priority, perfected Liens in favor of the Administrative Agent, for the benefit of the holders of the Canadian Borrower Obligations.
7.15Post-Closing Obligations.
Deliver to the Administrative Agent, within 30 days of the Restatement Date (or such later date as the Administrative Agent shall agree in its sole discretion), a deposit account control agreement among Bank of America, N.A., the Administrative Agent and the applicable Loan Party, in form and substance reasonably satisfactory to the Administrative Agent, covering each of the deposit accounts of the Loan Parties at Bank of America, N.A. (other than any deposit account that constitutes Excluded Property).
ARTICLE VIII

NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than unasserted contingent indemnification and expense reimbursement obligations and obligations owing under Treasury Management Agreements or Swap Contracts) or any Letter of Credit shall remain outstanding (unless such Letters of Credit shall be Cash Collateralized) no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:
8.01Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a)Liens pursuant to any Loan Document;
(b)Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 8.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
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(c)Liens (other than Liens imposed under ERISA and other than Liens arising pursuant to the PBA) for Taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d)Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable for more than 60 days or, if due and payable for more than 60 days, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established;
(e)pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA and other than any Lien arising pursuant to the PBA;
(f)deposits and other Liens to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g)easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h)Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h);
(i)Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s length basis) of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;
(j)leases or subleases granted to others not interfering in any material respect with the ordinary conduct of business of any Loan Party or any of its Subsidiaries;
(k)any interest of title of a lessor under, and Liens arising from UCC or PPSA financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(l)Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02;
(m)bankers’ Liens and customary rights of setoff and other similar Liens upon deposits of cash in favor of banks or other depository institutions;
(n)Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;
(o)Liens of sellers of goods to the Borrowers and any of their Subsidiaries arising under Article 2 of the UCC, under the PPSA or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;
(p)Liens securing Indebtedness permitted under Section 8.03(f); provided such Liens are subordinated to the Obligations in a manner reasonably satisfactory to the Required Lenders;
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(q)Liens securing Indebtedness permitted under Sections 8.03(n);
(r)licenses and sublicenses of intellectual property granted by any Loan Party in the ordinary course of business;
(s)Liens existing on any property or asset prior to the acquisition thereof by a Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided, that (i) such Lien is not created in contemplation of or in connection with such acquisition or asset of such Borrower of any Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or asset of such Borrower or any other Subsidiary other than proceeds of such property or asset and (iii) such Lien shall secure only those obligations (and Liens granted pursuant to any refinancing thereof provided that (A) the property covered thereby is not changed in any material respect, (B) the amount secured or benefited thereby is not increased except as contemplated by the proviso to Section 8.03(b), (C) the direct or any contingent obligor with respect thereto is not changed, and (B) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b)) that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be;
(t)Liens encumbering reasonable customary deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(u)Liens under ERISA or the Internal Revenue Code with respect to a Plan or Multiemployer Plan that do not constitute an Event of Default;
(v)Liens on the assets of PRA Group Europe Holding S.à.r.l., or any direct or indirect parent holding company of such entity or any of its Subsidiaries (so long as such entity is not a Loan Party), securing Indebtedness permitted under Section 8.03(q) and (ii) Liens on the assets of PRA Group Europe Holding I S.à.r.l and PRA Group (UK) Limited, as well as on the equity interests in PRA Group (UK) Limited, its Subsidiaries and PRA Group Europe Holding I S.à.r.l., securing the PRA Group (UK) Revolving Credit Facility or otherwise permitted under Section 8.03(p);
(w)Liens on the assets of direct or indirect Foreign Subsidiaries of PRA that are not Loan Parties securing Indebtedness permitted under Section 8.03(r);
(x)Liens or rights of set-off on the assets of PRA Group Europe Holding S.à.r.l. or any of its Subsidiaries, arising by operation of law and in the ordinary course of business;
(y)Liens on insurance policies and the proceeds thereof securing the financing of insurance premiums with respect thereto;
(z)Liens on accounts payable owed to PRA as a result of intercompany Investments made by PRA in any of its Subsidiaries (so long as such entity is not a Loan Party), pursuant to Section 8.02(v);
(aa)Liens securing Permitted Purchase Obligations, provided that any such Lien is only over the assets and Equity Interests of the relevant Permitted Purchase Obligations SPV;
(ab)Liens on Right to Collect Accounts, performing accounts, sub-performing accounts, charged-off accounts, cash and bank accounts, loans, receivables, mortgages, debentures, claims or other similar assets or instruments held on trust for third parties;
(ac)Liens on Trust Management Assets; provided that such Liens do not secure any Indebtedness of PRA or any Subsidiary other than a Trust Management SPV;
(ad)Protective Rights to the extent they constitute Liens; and
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(ae)other Liens securing Indebtedness or other obligations in an aggregate principal not to exceed the greater of (x) $50,000,000 and (y) one percent (1%) of Consolidated Total Assets.
8.02Investments.
Make any Investments, except:
(a)Investments held by the Borrowers or a Subsidiary in the form of cash or Cash Equivalents;
(b)Investments existing as of the Restatement Date and set forth in Schedule 8.02 and any renewals, amendments or replacements thereof that do not increase the amount thereof;
(c)(i) Investments by a Borrower or any Subsidiary of a Borrower in any Person that is a Loan Party (other than the Canadian Borrower, the Canadian Guarantors or a Designated Borrower) prior to giving effect to such Investment and (ii) Investments by a Loan Party in any Person that is not a Loan Party (but including the Canadian Borrower, the Canadian Guarantors and any Designated Borrower), provided that (x) the aggregate amount of all Investments made pursuant to this clause (c)(ii) does not exceed 30% of the Domestic Borrowing Base (calculated as of the date of such Investment) in the aggregate at any time outstanding and (y) the proceeds of such Investments are used to purchase debt portfolios, for Permitted Acquisitions or for other purposes in the ordinary course of business; provided further that, in no event shall PRA be permitted to make Investments pursuant to this clause (c)(ii) (A) in excess of 85% of the amount described in clause (ii)(x) above if such amounts in excess of 85% of the amount described in clause (ii)(x) above are used for purposes other than the purchase of debt portfolios or (B) if the Consolidated Total Leverage Ratio immediately after giving effect to any such Investment pursuant to this clause (c)(ii) on a Pro Forma Basis would be greater than 3.25 to 1.00;
(d)Investments by any Subsidiary of a Borrower that is not a Loan Party in any other Subsidiary of a Borrower that is not a Loan Party;
(e)Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;
(f)Guarantees permitted by Section 8.03;
(g)Permitted Acquisitions;
(h)lease, utility and similar deposits made in the ordinary course of business of PRA and its Subsidiaries, including investments consisting of pledges and deposits permitted under Section 8.01(f);
(i)contingent obligations with respect to any Swap Contract or hedging agreements otherwise permitted by this Agreement;
(j)any repurchase of Equity Interests of PRA permitted by Section 8.06;
(k)loans or advances to customers of PRA in an aggregate amount not to exceed $10,000,000 at any one time outstanding:
(l)advances to employees, officers and directors for business, travel and entertainment expenses in the ordinary course of business consistent with past practice;
(m)Investments in Asset Pools, NFR Assets or debt portfolios in the ordinary course of business;
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(n)Investments permitted under Sections 8.03 and 8.06;
(o)prepaid expenses in the ordinary course of business;
(p)the creation of new Subsidiaries so long as the formation of such Subsidiary complies with the requirements of Section 7.12;
(q)Investments received in connection with the bankruptcy or reorganization of suppliers or customers or other Persons and in settlement of delinquent obligation of, and disputes with, any such supplier, customer or other Person or upon foreclosure with respect to any secured Investment or other transfer of title with respect to such secured Investment;
(r)Investments of a Subsidiary acquired after the Restatement Date to the extent that such Investments were not made in contemplation or in connection with such acquisition, merger or consolidation;
(s)Investments constituting non-cash proceeds of sales, transfers and other dispositions of assets to the extent permitted under Section 8.05;
(t)other Investments in an aggregate amount not to exceed the greater of (x) $150,000,000 and (y) three percent (3%) of Consolidated Total Assets, plus all cash amounts that any Loan Party or Subsidiary has received with respect to any Investment made under this clause (t), at any time outstanding;
(u)to the extent constituting Investments, the issuance of, entry into (including any payments of premiums in connection therewith), and performance of obligations under Permitted Convertible Notes (to the extent permitted under Section 8.03), Permitted Bond Hedge Transactions and Permitted Warrant Transactions; and
(v)Investments by a Loan Party in any Person that is not a Loan Party (but including the Canadian Borrower, the Canadian Guarantors and any Designated Borrower), provided, that (i) the aggregate amount of all Investments made pursuant to this clause (v) does not exceed 75% of the aggregate principal amount of any Indebtedness in the form of (A) Permitted Convertible Notes and/or (B) other unsecured financings permitted hereunder, in each case, incurred after August 1, 2020 in the aggregate at any time outstanding and (ii) after giving effect to such Investment on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which PRA was required to deliver financial statements pursuant to Section 7.01(a) or (b); and
(w)any Investment by a Loan Party in a Person, if as a result of such Investment (1) such Person becomes a Wholly-Owned Subsidiary of PRA and a Guarantor that is engaged in a Related Business or (2) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, PRA or a Wholly Owned Subsidiary of PRA that is a Guarantor and that is engaged in a Related Business.
8.03Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness, except:
(a)Indebtedness under the Loan Documents;
(b)Indebtedness of PRA and its Subsidiaries set forth in Schedule 8.03 and any renewals, amendments or replacements thereof; provided that the amount of such Indebtedness is not increased at the time of such renewal, amendment or replacement thereof, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;
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(c)intercompany Indebtedness resulting from Investments permitted under Section 8.02;
(d)obligations (contingent or otherwise) of PRA or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and
(e)purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by PRA or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate principal amount of all such Indebtedness incurred in any year for all such Persons taken together shall not exceed the greater of (x) $100,000,000 and (y) two percent (2%) of Consolidated Total Assets; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;
(f)Permitted Subordinated Debt;
(g)Indebtedness in respect of worker’s compensation claims, self-insurance obligations, and bid, performance or surety bonds issued for the account of any Loan Party;
(h)Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;
(i)Indebtedness arising in connection with the endorsement of instruments for deposit in the ordinary course of business;
(j)Indebtedness in the form of obligations under indemnification, purchase price adjustments, incentive, non-compete, consulting, deferred compensation, earn-out obligations, early retirement or termination obligations, pension fund obligations or contributions and similar claims, obligations or contributions incurred in connection with any Permitted Acquisition, other acquisition, disposition or Investment permitted by this Agreement;
(k)Indebtedness consisting of the financing of insurance premiums in the ordinary course of business;
(l)Indebtedness of any Subsidiary in connection with assets acquired pursuant to a Permitted Acquisition after the Restatement Date or Indebtedness of any Person that becomes a Subsidiary after the Restatement Date pursuant to a Permitted Acquisition; provided that such Indebtedness exists at the time of any such Permitted Acquisition and is not created in contemplation or in connection with such Permitted Acquisition (and, in each case, any refinancing thereof on the terms permitted under Section 8.03(b));
(m)Incremental Equivalent Debt;
(n)other secured and unsecured Indebtedness in an aggregate principal amount not to exceed the greater of (x) $50,000,000 and (y) one percent (1%) of Consolidated Total Assets at any one time outstanding;
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(o)Indebtedness of PRA and Subsidiaries that are Loan Parties in the form of (i) Permitted Convertible Notes and/or (ii) other unsecured financings, in each case, which does not contain any financial covenants that are more restrictive than those financial covenants set forth herein or negative covenants that are more restrictive in any material respect than those negative covenants set forth herein (and any renewals, amendments or replacements of any such unsecured financings); provided, that, in each case, (x) no Default or Event of Default has occurred or is continuing, or would result from the issuance of such Indebtedness, (y) such Indebtedness shall not have a maturity date or be subject to any form of mandatory redemption on or prior to 180 days following the Maturity Date, other than pursuant to conversion of the Permitted Convertible Notes, customary provisions requiring redemption upon a “change of control” (as defined in the documentation relating to the Permitted Convertible Notes or such other unsecured Indebtedness, which definition shall be no more restrictive than the corresponding definition set forth herein), an “asset sale” (as defined in the documentation for such other unsecured Indebtedness), the occurrence of a Fundamental Change (as defined in the documentation relating to the Permitted Convertible Notes or such other unsecured Indebtedness), or acceleration upon an event of default and (z) the Consolidated Total Leverage Ratio immediately after giving effect to any such Indebtedness pursuant to this clause (o) on a Pro Forma Basis shall not be greater than 3.50 to 1.00;
(p)Indebtedness of PRA Group Europe Holding I S.à r.l. pursuant to the PRA Group (UK) Revolving Credit Facility and Guarantees by PRA, PRA Group (UK) Limited or any other Foreign Subsidiary of the PRA Group (UK) Revolving Credit Facility, in each case, so long as (i) after giving effect to the incurrence of any such Indebtedness (which, for purposes of this Section 8.03(p) only, shall be computed based on the aggregate committed amount thereof, and not on the funded amount thereof) on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which PRA was required to deliver financial statements pursuant to Section 7.01(a) or (b), and (ii) any such Guarantee by a Loan Party is unsecured (or otherwise structurally subordinated to the Obligations) or contractually subordinated to the Obligations in a manner and pursuant to documentation reasonably satisfactory to the Administrative Agent;
(q)Indebtedness, including any undrawn funding commitments and any overdraft facility, of PRA Group Europe Holding S.à.r.l., or any direct or indirect parent holding company of such entity or any of its Subsidiaries (so long as such entity is not a Loan Party, other than PRA, which may Guarantee PRA Group Europe Holding S.à.r.l.’s obligations thereunder), under the European Multicurrency Revolving Credit Facility, including any renewals, refinancings, replacements, similar facilities (whether revolving, term or notes issuances), or increases in the amount thereof or, in each case, so long as (i) after giving effect to the incurrence of any such Indebtedness (which, for purposes of this Section 8.03(q) only, shall be computed based on the aggregate committed amount thereof, and not on the funded amount thereof) on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which PRA was required to deliver financial statements pursuant to Section 7.01(a) or (b), and (ii) any such Guarantee by PRA is unsecured (or otherwise structurally subordinated to the Obligations) or contractually subordinated to the Obligations in a manner and pursuant to documentation reasonably satisfactory to the Administrative Agent;
(r)Indebtedness of direct or indirect Subsidiaries of PRA organized under the laws of foreign jurisdictions in an aggregate principal amount not to exceed the greater of (i) $250,000,000 or (ii) six percent (6%) of the Consolidated Total Assets of PRA and its Subsidiaries, as set forth in the most recent financial statements provided pursuant to Section 7.01(a) or (b) at any time outstanding; provided that after giving effect to the incurrence of any such Indebtedness on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which PRA was required to deliver financial statements pursuant to Section 7.01(a) or (b) (it being agreed that with respect to a revolving facility, such pro forma compliance certificate shall only be required upon the entry into such facility, provided such pro forma calculation assumes the revolving commitments under such facility are using the initial draw);
(s)Guarantees by PRA and/or any of its Subsidiaries of the Indebtedness permitted under Sections 8.03(r) and 8.03(t); provided that any such Guarantee is subordinated to the Obligations in a manner and pursuant to documentation reasonably satisfactory to the Administrative Agent;
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(t)Indebtedness of any Foreign Subsidiary in an aggregate principal amount not to exceed $3,000,000 at any time outstanding; and
(u)Permitted Purchase Obligations.
8.04Fundamental Changes.
Merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) PRA may merge or consolidate with any of its Subsidiaries provided that PRA shall be the continuing or surviving corporation, (b) (i) the Designated Borrower may merge or consolidate with any of its Foreign Subsidiaries provided that the Designated Borrower shall be the continuing or surviving corporation and (ii) the Canadian Borrower may amalgamate or consolidate with any of its Foreign Subsidiaries provided that the Canadian Borrower shall be the continuing or surviving corporation, (c) any Loan Party other than a Borrower or a Canadian Guarantor may merge or consolidate with any other Loan Party other than a Borrower or Canadian Guarantor, (d) any Foreign Subsidiary (other than the Designated Borrower, the Canadian Borrower or a Canadian Guarantor) may be merged, amalgamated or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (e) any Foreign Subsidiary may be merged, amalgamated or consolidated with or into any other Foreign Subsidiary; provided, that, (i) if the Designated Borrower is involved in such transaction, the Designated Borrower must be the continuing or surviving corporation, (ii) if the Canadian Borrower is involved in such transaction, the Canadian Borrower must be the continuing or surviving corporation and (iii) if a Canadian Guarantor is involved in such transaction, another Canadian Guarantor or the Canadian Borrower must be the continuing or surviving corporation, (f) any Loan Party or any Subsidiary may make dispositions of property not prohibited by Section 8.05, (g) any Loan Party or any Subsidiary may enter into any Permitted Acquisition, (h) any immaterial Subsidiary may be dissolved, wound up or liquidated; provided that the assets of such immaterial Subsidiary are transferred to a Loan Party prior to any such dissolution, wind up or liquidation; provided, that, (i) if the immaterial Subsidiary is a Domestic Subsidiary, PRA or a Subsidiary Guarantor must be the transferee and (ii) if the immaterial Subsidiary is a Canadian Guarantor, the Canadian Borrower or a Canadian Guarantor must be the transferee and (i) any Subsidiary may Dispose of all or substantially all of its assets (whether as a contribution to capital, dividend, upon voluntary liquidation or otherwise) to PRA or to a Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then the transferee must either be PRA or another Loan Party (other than the Designated Borrower, the Canadian Borrower or a Canadian Guarantor) unless the transaction is otherwise permitted under Section 8.05.
8.05Dispositions.
Make any Disposition unless (i) at least seventy-five percent (75%) of the consideration paid in connection therewith if such transaction is material shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary and (iii) beginning as of the Restatement Date, the aggregate net book value of all of the assets sold or otherwise disposed of by PRA and its Subsidiaries in all such Dispositions occurring during any fiscal year shall not exceed (a) 100,000,000 or (b) two percent (2%) of Consolidated Total Assets; provided, however, that the foregoing shall not apply to and PRA and its Subsidiaries shall be permitted to make (A) to the extent such transactions constitute Dispositions, such Dispositions permitted under Sections 8.02, 8.04 or 8.06; (B) Dispositions consisting of debt portfolios in the ordinary course of business; and (C) Dispositions by any Subsidiary to PRA or another Subsidiary (except that (i) any Disposition by a Subsidiary that is a Subsidiary Guarantor shall only be permitted to be made to PRA or another Subsidiary Guarantor and (ii) any Disposition by a Canadian Guarantor shall only be permitted to be made to the Canadian Borrower or another Canadian Guarantor).
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Notwithstanding the foregoing, no Loan Party or any Subsidiary shall consummate any transaction that results in the Disposition (whether by way of any Restricted Payment, investment, Lien, sale, conveyance, transfer or other Disposition, and whether in a single transaction or a series of transactions) of intellectual property that is material to the business of the Borrower and its Subsidiaries to any Subsidiary or Affiliate of a Borrower that is not a Loan Party; provided that the Borrowers and their Subsidiaries may grant non-exclusive licenses of any intellectual property to any Subsidiary that is not a Loan Party in the ordinary course of business so long as such Borrower or such Subsidiary retains the beneficial ownership and the same rights to use such intellectual property as held prior to such license.
8.06Restricted Payments.
Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:
(a)each Subsidiary may make Restricted Payments to PRA, any Subsidiary Guarantor and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is made;
(b)(i) PRA and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person and (ii) PRA and each Subsidiary may issue, repurchase and/or redeem Equity Interests under any equity incentive plan, including (x) transactions in connection with a participant’s termination of employment or service, (y) the use of shares to pay the exercise price of options or (z) the use of shares to satisfy tax withholding obligations;
(c)PRA may make cash dividends and distributions in an aggregate amount not exceeding $50,000,000 in any fiscal year of PRA; provided, that no Default or Event of Default exists prior to or after giving effect to any such dividend or distribution; provided, further that the foregoing shall not operate to prevent the making of dividends or distributions previously declared by PRA so long as (i) at the declaration date, such dividend or distribution was permitted by the foregoing and (ii) such dividend or distribution is consummated within the earlier of 90 days and any date under applicable Law on which such dividend or distribution must be consummated;
(d)PRA may make (x) repurchases of its Equity Interests and/or (y) consummate one or more tender offers, redemptions, repurchases or other cash settlements of Permitted Convertible Notes, in an aggregate amount, not exceeding the sum of
(i)$175,000,000 plus
(ii)50% of the amount of Consolidated Net Income accrued during the period (treated as one accounting period) from January 1, 2024 to the end of the most recent fiscal quarter ending immediately prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus
(iii)100% of the aggregate Net Cash Proceeds or fair market value of any asset (other than cash) received by PRA either (x) from the issuance or sale of its Equity Interests subsequent to the Restatement Date or (y) as a contribution in respect of its Equity Interests from its shareholders subsequent to the Restatement Date; plus
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(iv)the amount by which the principal amount of Indebtedness of PRA (other than Indebtedness owing to a Subsidiary) is reduced upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of PRA converted or exchanged for Equity Interests of PRA (less the amount of any cash, or the fair value of any other property, distributed by PRA upon such conversion or exchange); provided, however, that the foregoing amount shall not exceed the gross proceeds (prior to fees and transaction expenses) received by PRA or any Subsidiary from the sale of such Indebtedness (excluding such gross proceeds from sales to a Subsidiary of PRA or to an employee stock ownership or benefit plan of PRA or any of its Subsidiaries); plus
(v)an amount equal to the sum of the aggregate amount of cash and the fair market value of any asset (other than cash) received by PRA or any Subsidiary subsequent to the Restatement Date with respect to Investments (other than Permitted Investments) made by the PRA or any of its Subsidiaries in any Person subsequent to the Restatement Date and resulting from repurchases, repayments, liquidations or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital; provided, however, that the foregoing sum shall not exceed, in the case of any such Person, the amount of Investments (excluding Permitted Investments) previously made by PRA or any of its Subsidiaries in such Person;
provided, that no Default or Event of Default exists prior to or after giving effect to such repurchase or redemption (or, in the case of a tender offer, at the time notice of the tender is given);
(e)PRA may carry out stock splits with respect to its common stock (including stock splits in the form of a dividend);
(f)PRA and each Subsidiary may purchase, redeem or otherwise acquire Equity Interest issued by it with the proceeds received from the substantially concurrent issue of new shares of its stock or other Equity Interests so long as no Event of Default shall have occurred and be continuing at the time of such purchase, redemption or acquisition;
(g)PRA may (i) so long as no Default or Event of Default shall have occurred and be continuing, incur obligations under Permitted Convertible Notes, including but not limited to obligations thereunder that require repurchase of such Permitted Convertible Notes at the option of the holders thereof upon the occurrence of a “change of control” (as defined in the documentation relating to any Permitted Convertible Notes) or a Fundamental Change or that permit holders to convert the Permitted Convertible Notes, (ii) so long as no Default or Event of Default shall have occurred and be continuing, satisfy any conversion of Permitted Convertible Notes through a cash payment pursuant to cash settlement provisions contained in the documentation relating to any Permitted Convertible Notes, provided, that (y) immediately prior to any such payment PRA has Sufficient Liquidity, and (z) prior to any such payment PRA shall deliver to the Administrative Agent a Compliance Certificate demonstrating that after giving effect to any such payment on a Pro Forma Basis, the Loan Parties and their Subsidiaries would have been in compliance with the financial covenants set forth in Section 8.11, (iii) so long as no Default or Event of Default shall have occurred and be continuing, make any required repurchase of Permitted Convertible Notes in cash pursuant to the terms thereof upon the occurrence of a “change of control” (as defined in the documentation relating to any Permitted Convertible Notes) or a Fundamental Change; provided that (w) immediately prior to any such repurchase PRA has Sufficient Liquidity, and (x) prior to any such repurchase PRA shall deliver to the Administrative Agent a Compliance Certificate demonstrating that after giving effect to any such payment on a Pro Forma Basis, the Loan Parties and their Subsidiaries would have been in compliance with the financial covenants set forth in Section 8.11, (iv) so long as no Default or Event of Default shall have occurred and be continuing, pay the principal of, and retire, any outstanding Permitted Convertible Notes at maturity, including at stated maturity and upon acceleration upon an event of default, and (v) make any required interest payments under the Permitted Convertible Notes;
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(h)PRA may (i) enter into Permitted Bond Hedge Transactions and Permitted Warrant Transactions in connection with the issuance of Permitted Convertible Notes and satisfy its obligations to pay premiums upon entering into such transactions, (ii) make any payment in connection therewith by delivery of shares of PRA’s common stock upon net share settlement thereof (together with cash in lieu of fractional shares) or set-off, netting and/or payment of an early termination payment or similar payment thereunder upon any early termination thereof, in each case made in PRA’s common stock; (iii) PRA may issue shares of its common stock and make cash payments in lieu of fractional shares in connection with Permitted Warrant Transactions; (iv) PRA may make cash payments to satisfy obligations in respect of Permitted Bond Hedge Transactions and Permitted Warrant Transactions solely to the extent PRA does not have the option of satisfying such payment obligations through the issuance of PRA’s common stock or is otherwise required to satisfy such payment obligations in cash, it being understood and agreed that any payment made in cash in connection with Permitted Bond Hedge Transactions and Permitted Warrant Transactions by set-off, netting and/or payment of an early termination payment or similar payment thereunder upon any early termination thereof, in each case, after using commercially reasonable efforts to satisfy such obligation (or the portion thereof remaining after giving effect to any netting or set-off against termination or similar payments under an applicable Permitted Bond Hedge Transaction or Permitted Warrant Transaction) by delivery of shares of PRA’s common stock shall be deemed to be a payment obligation required to be satisfied in cash, in an aggregate amount pursuant to this clause (iv) not to exceed $55,000,000; (v) PRA may receive shares of its own common stock and/or cash on account of settlements and/or terminations of any Permitted Bond Hedge Transactions or Permitted Warrant Transactions; and (vi) so long as no Default or Event of Default shall have occurred and be continuing, PRA may make other cash payments to satisfy obligations in respect of Permitted Bond Hedge Transactions and Permitted Warrant Transactions provided, that (y) immediately prior to any such payment PRA has Sufficient Liquidity, and (z) prior to any such payment PRA shall deliver to the Administrative Agent a Compliance Certificate demonstrating that after giving effect to any such payment on a Pro Forma Basis, the Loan Parties and their Subsidiaries would have been in compliance with the financial covenants set forth in Section 8.11;
(i)any Restricted Payment made in connection with Permitted Purchase Obligations;
(j)any Investment, to the extent it constitutes a Restricted Payment, permitted under Section 8.02 (other than clause (n) thereof); and
(k)other Restricted Payments in an amount which, when taken together with all other Restricted Payments made pursuant to the provisions described in this clause (j), not to exceed the greater of (x) $100,000,000 and (y) two percent (2%) of Consolidated Total Assets so long as the Consolidated Total Leverage Ratio would not exceed 2.00 to 1.00 after giving pro forma effect to such Restricted Payments and all other Restricted Payments since the end of the fiscal quarter used in determining the Consolidated Total Leverage Ratio; provided, that no Default or Event of Default exists prior to or after giving effect to such Restricted Payments.
8.07Change in Nature of Business.
Engage in any material line of business substantially different from those lines of business conducted by PRA or its Subsidiaries on the Restatement Date or any business reasonably related, ancillary, adjacent, incidental, similar or complementary to such business or are extensions or developments thereof.
8.08Transactions with Affiliates.
Enter into or permit to exist any transaction or series of transactions with any Affiliate of such Person other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) compensation and reimbursement of expenses and benefit plans for current or former officers and directors in the ordinary course of business (including, without limitation, benefits, indemnification arrangements and separation arrangements), (e) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate, (f) transactions between or among (i) Loan Parties, (ii) Subsidiaries that are not Loan Parties, and (iii) transactions between or among any Loan Party and its Subsidiaries that are not Loan Parties that are not otherwise prohibited by this Agreement.
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8.09Burdensome Agreements.
Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except for any such restriction on a Foreign Subsidiary that is not a Loan Party; (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vii) grant a Lien upon any of its property in favor of the Administrative Agent (for the benefit of the holders of the Obligations) for the purpose of securing the Obligations, whether now owned or hereafter acquired, except (in respect of any of the matters referred to in clauses (i)-(vii) above) for (1) any encumbrances or restrictions imposed by law or regulations, under this Agreement or the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03; provided that, in the case of Section 8.03(e) and (k), any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale, (5) encumbrances or restrictions that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of PRA, (6) encumbrances or restrictions that are customary provisions in joint venture agreements, organizational documents and other similar agreements, (7) encumbrances or restrictions that are customary restrictions on leases, sublicenses, licenses or asset sale agreements otherwise permitted under this Agreement, (8) encumbrances or restrictions that are customary provisions restricting the assignment of any agreement entered into in the ordinary course of business, (9) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(m); (10) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(q); provided that, any such restriction contained therein relates only to the asset or assets of PRA Group Europe Holding S.à.r.l., or any direct or indirect parent holding company of such entity or any of its Subsidiaries, (11) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(r); provided that, any such restriction contained therein relates only to the asset or assets of direct or indirect Subsidiaries of PRA that are Foreign Subsidiaries (excluding Foreign Subsidiaries organized under the laws of Canada or any province or territory thereof), (12) any document or instrument governing Indebtedness incurred pursuant to Section 8.03(p); provided that, any such restriction contained therein relates only to the asset or assets of PRA Group Europe Holding I S.à.r.l and PRA Group (UK) Limited, as well as on the equity interests in PRA Group (UK) Limited, or any direct or indirect parent holding company of such entity or any of its Subsidiaries, (13) any Protective Rights in any document or instrument, or (14) any Organization Documents or other document or instrument related thereto governing Foreign Subsidiaries that are not Loan Parties or other foreign interests and assets (including, but not limited to, market funds organized under the laws of Brazil) that are not required to be pledged under Section 7.14 hereunder or Section 2(a) of the Pledge Agreement.
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8.10Use of Proceeds.
Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.
8.11Financial Covenants.
(a)Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as of the end of any fiscal quarter of PRA to be greater than 3.50 to 1.00.
(b)Consolidated Senior Secured Leverage Ratio. Permit the Consolidated Senior Secured Leverage Ratio as of the end of any fiscal quarter of PRA ending after the Restatement Date to be greater than 2.50 to 1.00.
(c)Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of PRA to be less than 2.00 to 1.00.
8.12Capital Expenditures.
Permit Consolidated Capital Expenditures during any fiscal year to exceed $50,000,000.
8.13Prepayment of Other Indebtedness, Etc.
(a)Amend or modify any of the terms of any Permitted Subordinated Debt or any Indebtedness permitted pursuant to Section 8.03(m) or (o) in a manner materially adverse to the Lenders without the consent of the Required Lenders.
(b)Make any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness of any Loan Party or any Subsidiary (other than (i) Indebtedness arising under the Loan Documents, (ii) Indebtedness permitted under Sections 8.03(d), (n), (q), (r) and (t), (iii) intercompany Indebtedness, (iv) cash settlements of conversions of Permitted Convertible Notes permitted by Section 8.06(g), (v) Indebtedness that is permitted to be refinanced pursuant to Section 8.03, (vi) an exchange of any Permitted Convertible Notes and (vii) voluntary or optional redemptions of unsecured Indebtedness permitted under Section 8.03(o) so long as, in the case of this clause (b)(vii), (x) no Default or Event of Default has occurred or is continuing, or would result from the redemption of such Indebtedness and (y) the Consolidated Senior Secured Leverage Ratio immediately after giving effect to the redemption of such Indebtedness pursuant to this clause (b)(vii) on a Pro Forma Basis shall not be greater than 1.90 to 1.00).
8.14Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.
(a)Amend, modify or change its Organization Documents in a manner materially adverse to the Lenders.
(b)Change its fiscal year.
(c)Without providing ten (10) days prior written notice to the Administrative Agent, change its name, state or other jurisdiction of formation or form of organization.
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8.15Ownership of Subsidiaries.
Notwithstanding any other provisions of this Agreement to the contrary, (i) permit any Loan Party or any Subsidiary of any Loan Party to issue or have outstanding any shares of preferred Equity Interests that matures or is mandatorily redeemable on a date prior to the Maturity Date or (ii) create, incur, assume or suffer to exist any Lien on any Equity Interests of any Subsidiary of any Loan Party, except for Permitted Liens.
8.16Foreign Assets Control Regulations.
Neither of the advance of the Loans nor the use of the proceeds of any thereof nor any issuance of any Letter of Credit will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With the Enemy Act”), the United States Foreign Corrupt Practices Act of 1977 or the UK Bribery Act 2010 or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”), (b) the Patriot Act, (c) the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as amended, and including any regulations thereunder (the “Terrorist Financing Act (Canada)”, (d) the Criminal Code (Canada), as amended and including any regulations thereunder, (e) the Corruption of Foreign Public Officials Act (Canada), as amended and including any regulations thereunder and (f) other Anti-Corruption Laws, Sanctions and Anti-Money Laundering Laws in other jurisdictions applicable to the Loan Parties. Furthermore, none of PRA or any of its Subsidiaries (a) is or will become a Sanctioned Person, or a “blocked person” as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages or will engage in any dealings or transactions, or be otherwise associated, with any such Sanctioned Person or “blocked person” or in any manner violative of any such order.
8.17Sanctions.
Directly or, to the knowledge of the Loan Parties, after due inquiry, indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions.
8.18Anti-Corruption Laws.
Directly or indirectly use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), and other anti-corruption legislation in the applicable jurisdictions.
8.19Canadian Pension Plans
Register, establish, obtain or acquire, whether directly or indirectly (including through any Subsidiary or Affiliate), any obligations or liabilities in respect of any Canadian Defined Benefit Plan.
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For greater certainty, should any such obligations or liabilities be registered, established, obtained, or acquired, after the Closing Date upon obtaining the consents required under this Agreement, the Administrative Agent and the Lenders reserve the right, as a condition of any such consent, to require amendments to this Agreement to include additional representations, warranties, covenants and commercial terms with respect to such Canadian Defined Benefit Plan that the Administrative Agent and the Lenders may consider reasonably necessary or appropriate in the circumstances.
ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES
9.01Events of Default.
Any of the following shall constitute an Event of Default:
(a)Non-Payment. A Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein and in the currency required hereunder, any amount of principal of any Loan or any L/C Obligation, or (ii) within three Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or
(b)Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.01, 7.02 (a) through (c), 7.05(a), 7.10, 7.11, 7.12, 7.14 or Article VIII; or
(c)Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty days after the earlier of (i) the date on which a Responsible Officer of any Loan Party becomes aware of such failure or (ii) written notice thereof shall have been given to PRA by the Administrative Agent; or
(d)Representations and Warranties. Any representation, warranty, certification or statement of fact made by or on behalf of a Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or
(e)Cross-Default. (i) Any Loan Party or any Subsidiary (A) fails to make any payment when due and beyond the applicable grace period (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts but including, without limitation, any Incremental Equivalent Debt and Permitted Purchase Obligations in excess of the Threshold Amount) having an outstanding principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails (beyond any applicable grace period) to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed prior to its stated maturity, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded unless, in the case of this clause (i), such event or condition is no longer continuing or has been waived in accordance with the terms of such Indebtedness such that the holder or holders thereof or any trustee or agent on its or their behalf are no longer enabled or permitted to cause such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (i) shall not apply to (1) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or (2) convertible debt that becomes due as a result of an offer to repurchase that is required to be made or a conversion, repayment or redemption event, provided such repurchase, conversion, repayment or redemption is effectuated only in capital stock or is permitted to be repurchased, settled upon conversion in cash, repaid or redeemed pursuant to Section 8.06(g); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or
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(f)Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty calendar days, or an order for relief is entered in any such proceeding; or
(g)Inability to Pay Debts; Attachment. (i) Any Loan Party or any of its Subsidiaries becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within forty-five days after its issue or levy; or
(h)Judgments. There is entered against any Loan Party or any Subsidiary one or more final judgments or orders for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), and, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of fifteen consecutive days during which such judgment or order remains undischarged, unvacated, unbonded or unstayed (except to the extent that the terms of such judgment or order specifically provide for a longer payment term and the applicable Loan Party or Subsidiary timely discharges or satisfies such obligations during such specified longer term), by reason of a pending appeal or otherwise; or
(i)ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) PRA or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or
(j)Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement, Obligations under Treasury Management Agreements and Swap Contracts and L/C Obligations that have been Cash Collateralized), ceases to be in full force and effect; or any Loan Party or any other Person shall have commenced a proceeding contesting the validity or enforceability of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or
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(k)Change of Control. There occurs any Change of Control.
9.02Remedies Upon Event of Default.
If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:
(a)declare the commitment of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;
(b)declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;
(c)require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and
(d)exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents;
provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowers under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.
Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.
9.03Application of Funds.
After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall, subject to Sections 2.14 and 2.15, be applied by the Administrative Agent in the following order:
First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in their capacity as such;
Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;
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Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Swap Bank, to the extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuers in proportion to the respective amounts described in this clause Third held by them;
Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans and L/C Borrowings, (b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Swap Bank, to the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any Treasury Management Agreement between any Loan Party and any Treasury Management Bank and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Swap Banks or Treasury Management Banks, as applicable) and the L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them; and
Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full (other than unasserted contingent indemnification or expense reimbursement obligations, obligations owing under Treasury Management Agreements or Swap Contracts, or L/C Obligations to the extent Cash Collateralized), to the Borrowers or as otherwise required by Law.
Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.
Notwithstanding the foregoing, Obligations arising under Treasury Management Agreements and Swap Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Treasury Management Bank or Swap Bank, as the case may be. Each Treasury Management Bank or Swap Bank not a party to the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.
Notwithstanding anything to the contrary in this Agreement, in no event shall the operation of this Article IX result in any asset or property of a Foreign Subsidiary or an Excluded Domestic Subsidiary satisfying, or otherwise being paid to any Recipient on account of, any Obligation of a Loan Party that is a U.S. Person.
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ARTICLE X

AGENTS
10.01Appointment and Authority.
(a)Each of the Lenders and the L/C Issuers hereby irrevocably appoints Truist Bank to act on its behalf as Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither the Borrowers nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
(b)The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders and each L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.
(c)For greater certainty, as part of its powers and duties as “collateral agent” under this Agreement, the Administrative Agent is hereby appointed and shall serve as hypothecary representative (within the meaning of Article 2692 of the Civil Code of Quebec) for all present and future holders of Obligations in order to hold any hypothec granted by any Loan Party on property pursuant to the laws of the Province of Quebec. The execution by the Administrative Agent, acting as hypothecary representative, prior to this Agreement of any deeds of hypothec or other documents is hereby ratified and confirmed. The appointment of the Administrative Agent as hypothecary representative shall be deemed to have been ratified and confirmed by each Person which becomes a holder of Obligations in accordance with this Agreement.
10.02Rights as a Lender.
The Persons serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each Person serving as an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders.
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10.03Exculpatory Provisions.
The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that an Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(c)shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained by each Person serving as an Agent or any of its Affiliates in any capacity.
No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of its own bad faith, gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. No Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by PRA, a Lender or an L/C Issuer.
No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to an Agent.
10.04Reliance by Agent.
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit.
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The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
10.05Delegation of Duties.
The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by it. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent. No Agent shall be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
10.06Resignation of an Agent.
(a)The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and PRA. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of PRA (so long as no Event of Default has occurred or is continuing) (which consent shall not be unreasonably withheld or delayed), to appoint a successor, which shall, in the case of the Administrative Agent, be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders and PRA) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuers, appoint a successor Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.
(b)If the Person serving as Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders and PRA (so long as no Event of Default has occurred or is continuing) may, to the extent permitted by applicable Law by notice in writing to such Person remove such Person as the Agent and appoint a successor in accordance with clause (a) above. If no such successor shall have been so appointed by the Required Lenders and PRA, and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
(c)With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Agent, all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.
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(d)Any resignation by or removal of Truist Bank as Administrative Agent pursuant to this Section shall also constitute its resignation or removal as L/C Issuer and Swing Line Lender. If Truist Bank resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Truist Bank resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by PRA of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Truist Bank to effectively assume the obligations of Truist Bank with respect to such Letters of Credit.
10.07Non-Reliance on Agent and Other Lenders.
Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
10.08No Other Duties; Etc.
Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as an Agent, a Lender or an L/C Issuer hereunder.
10.09Agent May File Proofs of Claim.
In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on PRA) shall be entitled and empowered, by intervention in such proceeding or otherwise:
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(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations (other than unasserted contingent indemnification or expense reimbursement obligations, obligations owing under Treasury Management Agreements or Swap Contracts or L/C Obligations to the extent Cash Collateralized) that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.03(i) and (j), 2.09 and 11.04) allowed in such judicial proceeding; and
(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 11.04.
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or an L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
10.10Collateral and Guaranty Matters.
Each of the Lenders and each L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a)to release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations under the Loan Documents (other than unasserted contingent indemnification or expense reimbursement obligations, obligations owing under Treasury Management Agreements or Swap Contracts or L/C Obligations to the extent Cash Collateralized) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made), (ii) that is transferred or to be transferred as part of or in connection with any sale, disposition or other transaction permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (iii) as approved in accordance with Section 11.01;
(b)to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.01(i); and
(c)to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.
Upon request by the Administrative Agent at any time, the Required Lenders will promptly confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 10.10.
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The Administrative shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
10.11Treasury Management Banks and Swap Banks.
No Treasury Management Bank or Swap Bank that obtains the benefits of Section 9.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Treasury Management Agreements and Swap Contracts unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Treasury Management Bank or Swap Bank, as the case may be.
10.12Certain ERISA Matters.
(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of each Borrower or any other Loan Party, that at least one of the following is and will be true:
(i)such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments, or this agreement,
(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84–14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95–60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90–1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91–38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96–23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
(iii)A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84–14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84–14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84–14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
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(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.
(b)In addition, unless either (1) clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).
10.13Recovery of Erroneous Payments.
(a)If the Administrative Agent (x) notifies a Lender, or any Person who has received funds on behalf of a Lender (any such Lender or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 10.13 and held in trust for the benefit of the Administrative Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the Overnight Rate. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)Without limiting immediately preceding clause (a), each Lender or any Person who has received funds on behalf of a Lender, agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:
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(i)it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii)such Lender shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 10.13(b).

For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 10.13(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 10.13(a) or on whether or not an Erroneous Payment has been made.

(c)Each Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a).

(d)(i) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment Deficiency Assignment, (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement.
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(ii)    Subject to Section 11.06, the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time.

(e)The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender to the rights and interests of such Lender) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Loan Parties’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party; provided that this Section 10.13 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous Payment.

(f)To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.

Each party’s obligations, agreements and waivers under this Section 10.13 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.
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ARTICLE XI

MISCELLANEOUS
11.01Amendments, Etc.
Subject to Section 3.02(c), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrowers or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that, the following amendments shall only be effective if in writing and signed by the Borrowers and other Loan Parties as follows:
(a)no such amendment, waiver or consent shall:
(i)extend or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(ii)postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments), interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;
(iii)reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (i) of the final proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of PRA to pay interest or Letter of Credit Fees at the Default Rate;
(iv)change any provision of this Section 11.01(a), Section 1.06(a) or the definition of “Required Lenders”, “Super-Majority Lenders”, “Canadian Super-Majority Lenders” or “Required Designated Borrower Revolving Lenders” without the written consent of each Lender directly and adversely affected thereby;
(v)except in connection with a disposition not prohibited hereunder on the date hereof, release all or substantially all of the Collateral without the written consent of each Lender directly and adversely affected thereby;
(vi)release a Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, in each case, on the date hereof, all or substantially all of the Guarantors without the written consent of each Lender directly and adversely affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.10 (in which case such release may be made by the Administrative Agent acting alone);
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(vii)change Section 2.06, Section 2.12(a), Section 2.13 or Section 9.03 in a manner that would alter the ratable reduction of Commitments, the pro rata sharing of payments or the order of application of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(viii)change Section 2.02(f)(iii)(D) or Section 2.02(f)(iv)(H) without the written consent of each Lender directly and adversely affected thereby; or
(ix)subordinate, or have the effect of subordinating, (A) the Obligations to any other Indebtedness or (B) except as otherwise permitted under Section 10.10 (as in effect on the Restatement Date), the Liens securing the Obligations to Liens securing other Indebtedness, in each case, without the written consent of each Lender affected thereby;
(b)unless also signed by the L/C Issuers, no amendment, waiver or consent shall affect the rights or duties of the L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;
(c)unless also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender under this Agreement;
(d)unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and
(e)(i) any amendment to alter the definitions and provisions relating to Estimated Remaining Collections, Accounts, Domestic Borrowing Base, Eligible Accounts, Receivables, Asset Pool, Eligible Asset Pools, Asset Pool Report, Borrowing Base, Asset Pool Seller, Asset Pool Proceeds, Purchase Agreement and Super-Majority Lenders shall require only the consent of the Super-Majority Lenders and (ii) any amendment to alter the definitions and provisions relating to Canadian Estimated Remaining Collections, Canadian Borrowing Base, Canadian Eligible Accounts, Canadian Eligible Asset Pools and Canadian Super-Majority Lenders shall require only the consent of the Canadian Super-Majority Lenders; provided that, any amendment pursuant to this clause (e) shall not require an amendment fee to be payable by any Loan Party;
provided, however, that notwithstanding anything to the contrary herein, (i) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender, (iii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein, and (iv) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.
(f)Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, PRA and the other Loan Parties (i) to add one or more additional credit facilities to this Agreement, to permit the extensions of credit from time to time outstanding hereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and (ii) to change, modify or alter Section 2.13 or Section 9.03 or any other provision hereof relating to the pro rata sharing of payments among the Lenders to the extent necessary to effectuate any of the amendments (or amendments and restatements enumerated in clause (g) and/or clause (h) below).
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(g)Notwithstanding anything to the contrary contained herein, in order to implement any additional Commitments in accordance with Section 2.02(f), this Agreement may be amended for such purpose (but solely to the extent necessary to implement such additional Commitments in accordance with Section 2.02(f)) by PRA, the other Loan Parties, the Administrative Agent and the relevant Lenders providing such additional Commitments.
(h)In addition, notwithstanding the foregoing, PRA may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more amendments or modifications to (A) allow the maturity and scheduled amortization of the Loans of the accepting Lenders to be extended and (B) increase the Applicable Rate and/or fees payable with respect to the Loans and Commitments of the accepting Lenders (“Permitted Amendments”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the PRA. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective. The Permitted Amendments shall not become effective unless consented to by PRA and those Accepting Lenders (as defined below), as applicable (the “Required Approval”). If the Required Approval is received, (i) such Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made and (ii) the Borrowers, each Loan Party and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (the “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Accepting Lenders as to which such Lenders’ acceptance has been made.
11.02Notices and Other Communications; Facsimile Copies.
(a)Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
(i)if to a Borrower or any other Loan Party, the Administrative Agent, an L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02; and
(ii)if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to PRA).
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).
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Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).
(b)Electronic Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or an L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing Line Lender, each L/C Issuer or PRA may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
(c)The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to PRA, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of PRA’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to PRA, any Lender, any L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(d)Change of Address, Etc. Each of the Borrowers, the Administrative Agent, each L/C Issuer and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to PRA, the Administrative Agent, each L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to PRA or its securities for purposes of United States Federal or state securities laws.
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(e)Reliance by Agents, L/C Issuers and Lenders. The Administrative Agent, each L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party. All telephonic notices to and other telephonic communications with an Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
11.03No Waiver; Cumulative Remedies; Enforcement.
No failure by any Lender, an L/C Issuer or an Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.01 for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as an Agent) hereunder and under the other Loan Documents, (b) an L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Agent pursuant to Section 10.01 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
11.04Expenses; Indemnity; and Damage Waiver.
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(a)Costs and Expenses. The Loan Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent (limited to the legal fees of one primary outside counsel to the Administrative Agent and the Joint Lead Arrangers taken as a whole and other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of one primary outside counsel to the Administrative Agent and the Lenders taken as a whole, and, in the event of any actual or potential conflict of interest, one additional counsel for each Lender subject to such conflict), and in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
(b)Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel for the Indemnitees, taken as a whole, and, in the case of any actual or perceived conflict of interest, one additional counsel for each Lender subject to such conflict) and settlement costs incurred by any Indemnitee or asserted against any Indemnitee by any Person (including a Borrower or any other Loan Party) other than the Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the applicable L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses or settlement costs (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Borrower or any other Loan Party against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the applicable Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
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(c)Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to an Agent (or any sub-agent thereof), an L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), each L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against an Agent (or any such sub-agent), an L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for an Agent (or any such sub-agent), an L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).
(d)Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for damages resulting from the bad faith, gross negligence or willful misconduct of such Indemnitee as determined by a final judgment of a court of competent jurisdiction.
(e)Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.
(f)Survival. The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, an L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.
11.05Payments Set Aside.
To the extent that any payment by or on behalf of any Loan Party is made to an Agent, an L/C Issuer or any Lender, or the Administrative Agent, an L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
11.06Successors and Assigns.
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(a)Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (e) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, each L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b)Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:
(i)Minimum Amounts.
(A)in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
(B)in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 in the case of an assignment of Revolving Loans and $1,000,000 in the case of an assignment of Term Loans and Incremental Term Loans, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, PRA otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii)Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans
(iii)Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A)the consent of PRA (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 9.01(a) or Section 9.01(f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that, PRA shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
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(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (i) any Term Loan Commitment, Incremental Term Loan Commitment, Domestic Revolving Commitment, Canadian Revolving Commitment or Designated Borrower Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the Commitment subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan or Incremental Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;
(C)the consent of the L/C Issuers and the Swing Line Lender shall be required for any assignment in respect of the Domestic Revolving Commitments.
(iv)Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
(v)No Assignment to Certain Persons. No such assignment shall be made (A) to PRA or any of PRA’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural person or (D) to a Competitor.
(vi)Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of PRA and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to an Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
Subject to acceptance and recording thereof by an Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
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Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.
(c)Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by PRA and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(d)Participations. Any Lender may at any time, without the consent of, or notice to, PRA or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender, a Competitor or PRA or any of PRA’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the other Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vi) of Section 11.01(a) that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at PRA’s request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.
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Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of PRA, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no Agent (in its capacity as an Agent) shall have any responsibility for maintaining a Participant Register.
(e)Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(f)Resignation as an L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Truist Bank or another L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, Truist Bank or such L/C Issuer may, (i) upon thirty days’ notice to PRA and the Lenders, resign as L/C Issuer and/or (ii) upon thirty days’ notice to PRA, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, PRA shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that (x) no failure by PRA to appoint any such successor shall affect the resignation of Truist Bank such other L/C Issuer as L/C Issuer or Swing Line Lender, as the case may be and (y) any successor L/C Issuer or Swing Line Lender must consent to such appointment by PRA. If Truist Bank or another L/C Issuer resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Truist Bank resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (2) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Truist Bank or such other retiring L/C Issuer to effectively assume the obligations of Truist Bank or such other L/C Issuer with respect to such Letters of Credit.
11.07Treatment of Certain Information; Confidentiality.
Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating PRA or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of PRA or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to an Agent, any Lender, an L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than PRA.
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For purposes of this Section, “Information” means all information received from a Loan Party or any Subsidiary relating to the Loan Parties or any Subsidiary or any of their respective businesses, other than any such information that is available to an Agent, any Lender or an L/C Issuer on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the Information may include material non-public information concerning the Borrowers or any Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.
11.08Set-off.
If an Event of Default shall have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of the applicable Borrower or any other Loan Party against any and all of the obligations of such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, such L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or such L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have.
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Each Lender and each L/C Issuer agrees to notify PRA and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
11.09Interest Rate Limitation.
Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
11.10Counterparts; Integration; Effectiveness.
This Agreement the other Loan Documents, and any separate letter agreements with respect to fees payable to the Joint Lead Arrangers, the Administrative Agent or any L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
11.11Survival of Representations and Warranties.
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by an Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
11.12Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by an Agent, an L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.
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11.13Replacement of Lenders.
If PRA is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then PRA may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a)PRA shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);
(b)such Lender shall have received payment of an amount equal to one hundred percent (100%) of the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or PRA (in the case of all other amounts);
(c)in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;
(d)such assignment does not conflict with applicable Laws; and
(e)in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans pursuant to this Section 11.13 shall nevertheless be effective without the execution by such Non-Consenting Lender of an Assignment and Assumption.
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling PRA to require such assignment and delegation cease to apply.
11.14Governing Law; Jurisdiction; Etc.
(a)GOVERNING LAW. This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of NEW YORK.
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(b)SUBMISSION TO JURISDICTION. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST AN AGENT, ANY LENDER, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY OTHER FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWERS OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c)WAIVER OF VENUE. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d)SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
11.15Waiver of Right to Trial by Jury.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
11.16Electronic Execution of Assignments and Certain Other Documents.
This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures.
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Each of the Loan Parties and each of the Administrative Agent, the L/C Issuers, the Swing Line Lenders, and each Lender (collectively, each a “Credit Party”) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither the Administrative Agent, nor any L/C Issuer or Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent, L/C Issuer and/or Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the Credit Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart.
Neither the Administrative Agent, L/C Issuer nor Swing Line Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s, L/C Issuer’s or Swing Line Lender’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent, L/C Issuers and Swing Line Lenders shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).
Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document, and (ii) any claim against either of the Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
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11.17USA PATRIOT Act.
Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) and the Terrorist Financing Act (Canada), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrowers in accordance with the Act and the Terrorist Financing Act (Canada). The Borrowers shall, promptly following a request by an Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and Anti-Money Laundering Laws and regulations, including, without limitation, the Act and the Terrorist Financing Act (Canada).
11.18No Advisory or Fiduciary Relationship.
In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), PRA acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by Agents, Truist Securities and the Lenders, are arm’s-length commercial transactions between the Borrowers and their Affiliates, on the one hand, and the Administrative Agent, Truist Securities and the Lenders, on the other hand, (ii) the Borrowers have consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrowers are capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the Administrative Agent, Truist Securities and the Lenders each are and have been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary, for the Borrowers or any of their Affiliates or any other Person and (ii) neither the Administrative Agent nor Truist Securities nor the Lenders have any obligation to the Borrowers or any of their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, Truist Securities and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their Affiliates, and neither the Administrative Agent nor Truist Securities nor the Lenders have any obligation to disclose any of such interests to the Borrowers or their Affiliates. To the fullest extent permitted by law, the Borrowers hereby waive and releases, any claims that it may have against the Administrative Agent, Truist Securities or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
11.19Release of Collateral and Guarantee Obligations.
(a)Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon any Disposition permitted by the Loan Documents or permitted by the Required Lenders, such assets will be Disposed of free and clear of the Liens created by the Collateral Documents, and upon request of PRA the Administrative Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Swap Contract or Treasury Management Agreement) take such actions as shall be reasonably required to release its security interest in any Collateral being disposed of in connection with such Disposition, and to release any Guaranty hereunder or under any Loan Document of any Person being disposed of in such Disposition, to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such property so disposed of (other than property disposed of to PRA or any Loan Party) in accordance with the Loan Documents shall no longer be deemed to be repeated once such property is so disposed of.
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(b)Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than unasserted contingent indemnification or expense reimbursement obligations and obligations owing under Treasury Management Agreements or Swap Contracts) have been paid in full, no Letter of Credit shall remain outstanding (unless such Letters of Credit shall have been Cash Collateralized) and all Commitments have terminated or expired, upon request of the Borrower, the Administrative Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Swap Contract or Treasury Management Agreement) take such actions as shall be reasonably required to release its security interest in all Collateral, and to release all Guarantees hereunder or under any Loan Document, whether or not on the date of such release there may be outstanding Obligations in respect of Swap Contracts, Treasury Management Agreements or contingent indemnification obligations not then due.
11.20Amendment and Restatement.
This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the lenders or the administrative agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. The parties hereto agree that, on the Restatement Date, the following shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) the Collateral Documents and the Liens created thereunder in favor of Bank of America, N.A., as administrative agent and Bank of America, National Association, acting through its Canada branch, as Canadian administrative agent, for the benefit of the holders of the Obligations (as defined in the Existing Credit Agreement) shall remain in full force and effect with respect to the Obligations (as defined in this Agreement) and are hereby reaffirmed; (c) all Loan Obligations under the Existing Credit Agreement outstanding on the Restatement Date shall in all respects be continuing and be deemed to Obligations outstanding hereunder; and (d) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made in accordance with Section 11.01 of the Existing Credit Agreement. All loans and other obligations, including liens and security interests, of the Loan Parties outstanding as of the Restatement Date under the Existing Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any extensions of credit made on the Restatement Date, reflect the Commitments of the Lenders hereunder.
11.21Limitation on Obligations of Canadian Borrower.
Notwithstanding anything set forth in this Agreement or any other Loan Document to the contrary, the Canadian Borrower shall at no time be liable, directly or indirectly, for any portion of the Obligations other than the Canadian Borrower Obligations.
11.22Judgment Currency.
If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given.
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The obligation of each Borrower in respect of any such sum due from it to an Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to promptly return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law).
11.23Acknowledgement and Consent to Bail-In of Affected Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and
(b)the effects of any Bail-in Action on any such liability, including, if applicable:
(i)a reduction in full or in part or cancellation of any such liability;
(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority; or
(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
11.24New Lenders.
From and after the Restatement Date, by execution of this Agreement, each Person identified as a “Lender” on each signature page that is not already a Lender under the Existing Credit Agreement hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Person will be deemed to be a party to this Agreement and a “Lender” for all purposes of this Agreement, and shall have all of the obligations of a Lender hereunder as if it had executed the Existing Credit Agreement. Such Person hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Lenders contained in this Agreement.
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11.25Acknowledgement Regarding Any Supported QFCs.
To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

BORROWERS:
PRA GROUP, INC.

By: /s/ Rakesh Sehgal
Name: Rakesh Sehgal
Title: Executive Vice President, Chief Financial Officer and Treasurer
PRA GROUP CANADA INC.

By: /s/ Dennis Hunter
Name: Dennis Hunter
Title: Vice President
GUARANTORS:
PORTFOLIO RECOVERY ASSOCIATES, LLC

By: /s/ Craig Dewey
Name: Craig Dewey
Title: President, Secretary and Treasurer
PRA HOLDING I, LLC
PRA HOLDING II, LLC
PRA HOLDING III, LLC
PRA HOLDING IV, LLC
PRA HOLDING V, LLC
PRA HOLDING VI, LLC
PRA HOLDING VII, LLC

By: /s/ Rakesh Sehgal
Name: Rakesh Sehgal
Title: President and Treasurer
PRA FINANCIAL SERVICES, LLC

By: /s/ Rakesh Sehgal
Name: Rakesh Sehgal
Title: Manager
PRA AUTO FUNDING, LLC

By: /s/ LaTisha Tarrant
Name: LaTisha Tarrant
Title: Manager
[Signature Page to Second Amended and Restated Credit Agreement]
770954218


GUARANTORS (cont.):
PRA RECEIVABLES MANAGEMENT, LLC

By: /s/ Carol Elizabeth Hardy
Name: Carol Elizabeth Hardy
Title: Vice President
CLAIMS COMPENSATION BUREAU, LLC

By: /s/ Robert J. Rey
Name: Robert J. Rey
Title: President

[Signature Page to Second Amended and Restated Credit Agreement]
770954218


TRUIST BANK, as Administrative Agent, Swingline Lender, L/C Issuer and a Lender

By: /s/ Madison Waterfield
Name: Madison Waterfield
Title: Director

[Signature Page to Second Amended and Restated Credit Agreement]



BANK OF AMERICA, N.A., as a Lender

By: /s/ Holver Rivera
Name: Holver Rivera
Title: Senior Vice President
BANK OF AMERICA, N.A., acting through its Canada branch, as a Lender

By: /s/ Medina Sales de Andrade
Name: Medina Sales de Andrade
Title: Vice President

[Signature Page to Second Amended and Restated Credit Agreement]



MUFG BANK, LTD. f/k/a THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender

By: /s/ George Stoecklein
Name: George Stoecklein
Title: Managing Director

[Signature Page to Second Amended and Restated Credit Agreement]



LENDERS:
FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ Kelly Shield
Name: Kelly Shield
Title: SVP, Managing Director
FIFTH THIRD BANK, NATIONAL ASSOCIATION, acting through its Canada branch, as a Lender

By: /s/ Michael Woo
Name: Michael Woo
Title: Vice President



[Signature Page to Second Amended and Restated Credit Agreement]



CAPITAL ONE, N.A., as a Lender

By: /s/ Eric Purzycki
Name: Eric Purzycki
Title: Duly Authorized Signatory

[Signature Page to Second Amended and Restated Credit Agreement]



DNB CAPITAL LLC, as a Lender

By: /s/ Dania Hinedi
Name: Dania Hinedi
Title: Senior Vice President
By: /s/ Bret Douglas
Name: Bret Douglas
Title: Senior Vice President


[Signature Page to Second Amended and Restated Credit Agreement]



CITIZENS BANK, N.A., as a Lender

By: /s/ Douglas M. Kennedy
Name: Douglas M. Kennedy
Title: SVP

[Signature Page to Second Amended and Restated Credit Agreement]



REGIONS BANK, as a Lender

By: /s/ Jon McRae
Name: Jon McRae
Title: Director


[Signature Page to Second Amended and Restated Credit Agreement]



KEYBANK NATIONAL ASSOCIATION, as a Lender

By: /s/ Ashley Braniecki
Name: Ashley Braniecki
Title: Senior Vice President

[Signature Page to Second Amended and Restated Credit Agreement]



FIRST HORIZON BANK, as a Lender

By: /s/ Todd Warrick
Name: Todd Warrick
Title: Executive Vice President

[Signature Page to Second Amended and Restated Credit Agreement]



ATLANTIC UNION BANK, as a Lender

By: /s/ Matthew Sawyer
Name: Matthew Sawyer
Title: Managing Director

[Signature Page to Second Amended and Restated Credit Agreement]



UMPQUA BANK, as a Lender

By: /s/ Evan M. Huckabay
Name: Evan Huckabay
Title: Senior Vice President

[Signature Page to Second Amended and Restated Credit Agreement]



RAYMOND JAMES BANK, as a Lender

By: /s/ Douglas S. Marron
Name: Douglas S. Marron
Title: Senior Vice President

[Signature Page to Second Amended and Restated Credit Agreement]



SOUTHSTATE BANK, as a Lender

By: /s/ Ben Ross
Name: Ben Ross
Title: Senior Vice President

[Signature Page to Second Amended and Restated Credit Agreement]



ING CAPITAL LLC, as a Lender

By: /s/ Jonathan Banks
Name: Jonathan Banks
Title: Managing Director
By: /s/ Alex Kreissman
Name: Alex Kreissman
Title: Director
[Signature Page to Second Amended and Restated Credit Agreement]



Schedule 2.01
Lenders and Commitments
Lender Domestic Revolving Commitment Canadian Revolving Commitment Term Loan Commitment
Truist Bank $105,500,000.00 $38,500,000.00 $56,000,000.00
Bank of America, N.A. $105,500,000.00 $38,500,000.00 $56,000,000.00
MUFG Bank, Ltd. f/k/a The Bank of Tokyo- Mitsubishi UFJ, Ltd. $108,000,000.00 $0.00 $42,000,000.00
Fifth Third Bank $92,000,000.00 $30,000,000.00 $48,000,000.00
Capital One, N.A. $122,000,000.00 $0.00 $48,000,000.00
DNB Capital LLC $70,000,000.00 $0.00 $30,000,000.00
Citizens Bank, N.A. $61,000,000.00 $9,000,000.00 $30,000,000.00
Regions Bank $70,000,000.00 $0.00 $30,000,000.00
KeyBank National Association $61,000,000.00 $9,000,000.00 $30,000,000.00
First Horizon Bank $42,500,000.00 $0.00 $17,500,000.00
Atlantic Union Bank $36,000,000.00 $0.00 $14,000,000.00
UMPQUA Bank $28,500,000.00 $0.00 $11,500,000.00
Raymond James Bank $0.00 $0.00 $40,000,000.00
SouthState Bank $25,000,000.00 $0.00 $10,000,000.00
ING Capital LLC $23,000,000.00 $0.00 $9,610,878.00
Total $950,000,000.00 $125,000,000.00 $472,610,878.00



CHAR1\1522384v1
774297133


Schedule 6.10

Insurance

See Attached.

774297133


PRA Group, Inc. Schedule of Insurance
Policy Type Carrier/Broker Policy Number Expiration Date Amount of Coverage Deductible
Umbrella American Guarantee&Liab (Zurich) AUC9829079-13 10/31/2024 $20,000,000 Occurrence /Aggregate None
Commercial Package Zurich American Insurance Company CPO9829038-13 10/31/2024
Blanket Real & Personal Property - $81,632,450; Blanket Business Income & Extra Expense - $33,621,663; Commercial General Liability - $1,000,000 occurrence / $2,000,000 Agg
Property - $5,000; Business Income - 24 hour waiting period; Commercial General Liability - $0 (
Professional Liability ("E&O") Evanston Insurance Co (Markel) MKLV7PL0006133 10/31/2024 $5,000,000 limit $1M Each claim
Automobile Liability Zurich American Insurance Company BAP9829021-13 10/31/2024 $1,000,000.00 Auto Liability, $5,000 Med. Pay., $1,000,000 Uninsured/Underinsured Motorist $1,000 Auto liability;
Crime XL Specialty Ins Co ELU193675-23 10/31/2024 $5M per occurrence $50k per occurrence
Workers' Compensation Everest SW5WC00272231 10/31/2024
$1M Bodily Injury-Accident/$1M Bodily Injury-Disease/$1M Bodily Injury by Disease each employee
$0
Fiduciary Liability Federal Insurance Co. J05963801 10/31/2024 $5,000,000 aggregate / $5,000,000 each policy period $25,000
Privacy & Cyber Security Insurance Indian Harbor Insurance Co. MTP903594306 10/31/2024 $5,000,000.00 $1,000,000 & 12 hours waiting period
Privacy & Cyber Security Insurance 1st Excess
Crum & Forster CYB-106668 10/31/2024 $5,000,000 x/s of $5,000,000 $0
Privacy & Cyber Security Insurance – 2nd Excess
AWAC (Allied World) 0313-1222 10/31/2024 $5,000,000 x/s of $10,000,000 $0
774297133


Privacy & Cyber Security Insurance – 3rd Excess
Endurance American Specialty Insurance Co PVX30002106903 10/31/2024 $5,000,000 x/s of $15,000,000 $0
Employed Lawyers Liability Natl Union Fire Ins Co of Pittsburgh PA 01-602-99-65 10/31/2024
$1,000,000 aggregate / $1,000,000 per claim period
$100,000
Employment Practices Liability National Union Fire Ins Co (AIG) 01-602-99-72 10/31/2024 $5,000,000.00
$250,000
$1,000,000 class action
Directors & Officers Liability - Primary with Foreign Opt ($10,000,000 Limit)
National Union Fire Ins Co of Pittsburgh PA
01-660-05-72 11/08/2024 $10,000,000 Combined Policy Aggregate Limit $1,500,000
Directors & Officers Liability – 1st Excess ($10,000,000 X $10,000,000)
XL Specialty Ins Co ELU193849-23 11/08/2024 Excess ($10,000,000 X $10,000,000) See primary limit
Directors & Officers Liability – 2nd Excess ($10,000,000 x $20,000,000)
RLI Insurance Co. EPG0032452 11/08/2024 Excess ($10,000,000 x $20,000,000) See primary limit
Directors & Officers Liability – 3rd Excess ($10,000,000 x $30,000,000)
ACE American Insurance Co G28182594 008 11/08/2024 Excess ($10,000,000 x $30,000,000) See primary limit
Directors & Officers Liability – 4th Excess ($10,000,000 x $40,000,000)
Swiss Re Corporate Solutions America Insurance Corporation DOE 2001066-07 11/08/2024 Excess ($10,000,000 x $40,000,000) See primary limit
Directors & Officers Liability – 5th Excess ($10,000,000 x $50,000,000)
RSUI Indemnity Company NHS707837 11/08/2024 Excess ($10,000,000 x $50,000,000) See primary limit
Directors & Officers Liability – 6th Excess ($10,000,000 x $60,000,000)
Endurance Risk Solutions Assurance Co FIX10004335810 11/08/2024 Excess ($10,000,000 x $60,000,000) See primary limit
Directors & Officers Liability – 7th Excess ($10,000,000 x $70,000,000)
Great American Insurance Group
DFX3912268 11/08/2024 Excess ($10,000,000 x $70,000,000) See primary limit
774297133


Directors & Officers Liability – 8th Excess ($10,000,000 x $80,000,000)
Samsung Fire & Marine Insurance Company SGC 0324-04 11/08/2024 Excess ($10,000,000 x $80,000,000) See primary limit
Directors & Officers Liability – 9th Excess ($10,000,000 x $90,000,000)
Old Republic Insurance Company ORPRO 12 104376 11/08/2024 Excess ($10,000,000 x $90,000,000) See primary limit
Directors & Officers Liability – 10th Excess ($5,000,000 x $100,000,000)
Lead Side A
Marsh Alpha B0509FINMN2350511 11/08/2024 Excess ($5,000,000 x $100,000,000) See primary limit
Directors & Officers Liability – 11th Excess Side A $5,000,000 x $105M
National Union Fire Insurance Company of Pittsburgh, PA 01-642-05-85 11/08/2024 Excess $5,000,000 x $100M See primary limit
Foreign PKG/Liability – Annual Term Zurich American Insurance Co ZE2543608-03 10/31/2024
General Liability $2M; Products/Completed
Operations Aggregate Limit $2M; $1M each occurrence; Damage to Premises Rented to you $1M; Medical Expense $100,000; Personal and Advertising Injury $1M; Employee Benefit Liability $1M each claim and aggregate $1M; Auto Excess $1M per accident; Bodily Injury by Accident $1M; Bodily Injury by Disease $1M; Business Travel Accident $1.25M; Business Income/Gross Profits and Extra Expense $1M
Property $2,500 (various sub-deductibles); General Liability $0
774297133


PRA Group Canada, Inc.
Commercial Property & Casualty Arthur J. Gallagher (Broker) - Chub Insurance Co. 35874453 3/9/2025
$400,000 – Newmarket, ON;
$1,500,000 – London, ON;
$500,000 – Montreal, QC;

Liability Coverage $1,000,000 per Occ
and $10,000,000 in the Agg.;
Non-Owned Auto; $1,000,000 Emp.
Liability $1,000,000. Includes EQ and
Flood Sub Limit
$2,500 and under
Commercial Umbrella Liability Arthur J. Gallagher (Broker) - Chub Insurance Co. (24)79854313 3/9/2025
$4,000,000 per occ. & agg
$0



774297133


Schedule 6.13
Subsidiaries

Entity
Jurisdiction of
Formation
Number and Percentage of
Outstanding Shares Owned by any Loan Party or
any Subsidiary
Number and Effect, if
Exercised, of All
Outstanding Options,
Warrants, Rights of Conversion or Purchase and Similar Rights
Portfolio Recovery Associates, LLC Delaware 100% owned by
PRA Group, Inc.
N/A
PRA Holding I,
LLC
Virginia 100% owned by
Portfolio Recovery Associates, LLC
N/A
PRA Holding II,
LLC
Virginia 100% owned by
PRA Group, Inc.
N/A
PRA Holding III,
LLC
Virginia 100% owned by
PRA Group, Inc.
N/A
PRA Holding IV, LLC Virginia 100% owned by
PRA Group, Inc.
N/A
PRA Holding V, LLC Virginia 100% owned by
PRA Group, Inc.
N/A
PRA Holding VI, LLC Virginia 100% owned by
PRA Group, Inc.
N/A
PRA Holding VII, LLC Virginia 100% owned by
PRA Group, Inc.
N/A
PRA Receivables
Management, LLC
Virginia 100% owned by
PRA Group, Inc.
N/A
Claims Compensation
Bureau, LLC
Delaware 100% owned by
PRA Group, Inc.
N/A
PRA Financial Services, LLC Virginia 100% owned by
PRA Group, Inc.
N/A
PRA Auto Funding, LLC Virginia 100% owned by
PRA Group, Inc.
N/A
PRA Group Canada Inc.
Canada
12,396,819.27 Preference Shares
100 Common Shares
100% owned by PRA Group, Inc.
N/A

774297133


Entity
Jurisdiction
of
Formation
Number and
Percentage of
Outstanding Shares
Owned by any Loan
Party or any
Subsidiary
Number and Effect, if
Exercised of All
Outstanding Options,
Warrants, Rights of
Conversion or
Purchase and Similar
Rights
PRA Australia Pty Ltd
Australia
100 shares

100% owned by PRA Group, Inc.
N/A
PRA Group RM Israel Ltd.
Israel 100% owned by PRA Receivables Management, LLC
N/A
AK NRM DE Mexico S.A. de C.V.
Dormant Entity
Mexico 100% owned by PRA Group Canada Inc.
N/A
PRA Group Europe Holding III S.a r.l.
Luxembourg 100% owned by PRA Holding IV, LLC
N/A
PRA Group Europe Holding II S.a r.l.
Luxembourg
100% owned by PRA Group Europe Holding III S.a r.l.
N/A
PRA Group Europe Holding I S.a r.l.
Luxembourg
100% owned by PRA Group Europe Holding II S.a r.l.
N/A
PRA Group Europe Holding S.a r.l.
Luxembourg
100% owned by PRA Group Europe Holding I S.a r.l.
N/A
PRA Group Deutschland GmbH
Germany
100% owned by PRA Group Europe Holding S.a r.l.
N/A
PRA Suomi OY
Finland
100% owned by PRA Group Europe Holding S.a r.l.
N/A
PRA Group Italia S.r.l
Italy
100% owned by PRA Group Europe Holding S.a r.l.
N/A
PRA Group Europe AS
Norway
100% owned by PRA Group Europe Holding S.a r.l.
N/A
PRA Group Europe Holding S.a r.l., Luxembourg, Zug Branch
Switzerland
100% owned by PRA Group Europe Holding S.a r.l.
N/A
PRA Group Europe Finance S.a.r.l
Luxembourg
100% owned by PRA Group Europe Holding S.a.r.l.

PRA Group Sverige AB
Sweden
100% owned by PRA Group Europe Holding S.a r.l.
N/A
PRA Group Osterreich Inkasso GmbH
Austria
100% owned by PRA Group Europe Holding S.a r.l.
N/A
PRA Group Osterreich Portfolio GmbH
Austria 100% owned by PRA Group Osterreich Inkasso GmbH
N/A
PRA Group (UK) Limited
UK – England and Wales
100% owned by PRA Group Europe Holding S.a r.l.
N/A
AK Nordic Italy S.r.l.
Inactive
Italy
100% owned by PRA Group Europe Holding S.a.r.l.
N/A
PRA Group UK Portfolios Ltd
UK – England and Wales 100% owned by
PRA Group (UK) Limited
N/A
PRA Iberia, S.L.U.
Spain 100% owned by PRA Group Europe AS
N/A
PRA Group Norge AS
Norway 100% owned by PRA Group Europe AS
N/A
PRA Group Europe Portfolio AS
Norway 100% owned by PRA Group Europe AS
N/A
774297133


PRA Group Europe Portfolio AS, Oslo, Zug Branch
Switzerland 100% owned by PRA Group Europe Portfolio AS
N/A
PRA Group Switzerland Portfolio AG
Switzerland 100% owned by PRA Group Europe Portfolio AS
N/A
AK Nordic AB
Sweden 100% owned by PRA Group Europe Portfolio AS
N/A
AK Nordic NUF, Oslo Branch
Norway 100% owned by AK Nordic AB
N/A
AK Nordic AB Succursale Italiana, Italian Branch
Italy 100% owned by AK Nordic AB
N/A
Crystal Production AS
Norway 100% owned by PRA Group Europe Portfolio AS
N/A
BRL-USD Fundo De Investimento Multimercado – Credito Privado Investimento No Exterior
Brazil 100% owned by PRA Holding V, LLC
N/A
PRA Group Colombia Holding S.A.S.
Colombia 59.43% owned by PRA Holding V, LLC
N/A
BRL-BRL Fundo De Investimento Multimercado – Credito Privado Investimento No Exterior
Brazil
100% owned by BRL-USD Fundo De Investimento Multimercado – Credito Privado Investimento No Exterior
N/A
USA Fundo De Investimento emParticipacoes
Brazil
100% owned by BRL-BRL Fundo De Investimento Multimercado – Credito Privado Investimento No Exterior
N/A
Itapeva X Multicarteira Fundo De Investimento em Direitos Creditorios Responsabilidade Limitada
Brazil
93.2% owned by BRL-BRL Fundo De Investimento Multimercado – Credito Privado Investimento No Exterior
N/A
Itapeva XII Multicarteira Fundo De Investimento em Direitos Creditorios Responsabilidade Limitada
Brazil
55% owned by BRL-BRL Fundo De Investimento Multimercado – Credito Privado Investimento No Exterior
N/A
Itapeva XI Multicarteira Fundo De Investimento em Direitos Creditorios Responsabilidade Limitada
Brazil
55% owned by BRL-BRL Fundo De Investimento Multimercado – Credito Privado Investimento No Exterior
N/A
PRA Group Brasil Empreendimentos e Participacoes LTDA
Brazil 100% owned by Usa Fundo de Investimento em Participacoes
N/A
RCB Investimentos S.A.
Brazil
11.67% owned by Usa Fundo de Investimento em Participacoes

N/A
Itapeva Recuperacao de Creditos LTDA.
Brazil 100% owned by RCB Investimentos S.A.
N/A
RCB Portfolios LTDA.
Brazil 100% owned by RCB Investimentos S.A.
N/A
774297133


DivZero Recuperacao de Creditos LTDA
Brazil 100% owned by RCB Investimentos S.A.

PRA Group Polska Holding sp. Z o.o
Poland 100% owned by PRA Group Europe Holding S.a r.l.
N/A
PRA Group Polska Sub-Holding sp z.o.o.
Poland 100% owned by PRA Group Polska Holding sp z.o.o.
N/A
PRA Group Polska sp. z o.o.
Poland 100% owned by PRA Group Polaska Sub Holding sp. Z.o.o.
N/A
PRA Group TFI S.A.
Poland 100% owned by PRA Group Polska Sub-Holding sp z.o.o.
N/A
PRA Group Kancelaria Radcow Prawnych Wilamek  i Wspolnicy S.K.A. w likwidacji
Poland 100% owned by PRA Group Polska sp. z o.o.
N/A







774297133



Schedule 6.17
IP Rights

U.S. Trademarks

PRA Group, Inc.

Registered U.S. Trademarks

Mark Reg. No. Reg. Date
PRA Gateway 6890894 11/1/2022
PRA GROUP 6741763 5/31/2022
PRA GROUP 6741764 5/31/2022
PRA Group Design 6268856 2/16/2021
PRA Group 6443382 8/10/2021
CCB CLAIMS COMPENSATION BUREAU 5982252 2/11/2020
PORTFOLIO RECOVERY ASSOCIATES, LLC and Design 5543943 8/21/2018
PORTFOLIO RECOVERY ASSOCIATES, LLC and Design 5543942 8/21/2018
PRA 4637330 11/11/14
PRA GROUP 4637293 11/11/14
PRA GROUP and Design 4636394 11/11/14
PORTFOLIO RECOVERY ASSOCIATES, LLC 4319755 04/16/13
PORTFOLIO RECOVERY 4293689 02/19/13
PRA 4142598 05/15/12
PORTFOLIO RECOVERY ASSOCIATES 4066512 12/06/11
PORTFOLIO RECOVERY ASSOC 4002563 07/26/11
[square design only] 6741753 05/31/22





Pending Applications

Mark Appl. No. Filing Date
PORTFOLIO RECOVERY ASSOCIATES, LLC 98606255 06/18/2024
DEBT HAPPENS SO CAN RECOVERY 88859458 04/01/2020
PRA RECEIVABLES MANAGEMENT, LLC 98180507 09/14/2023

774297133


U.S. Copyrights

PRA Group, Inc.

Registered U.S. Copyrights

Title Reg. No. Reg. Date
PRANet Global. TXu001893589 12/03/13
CCB Client Portal (https://portal.claimscompensation.com) TX7554189 06/20/12
Payment Posting System TXu1796673 02/16/12
Payment Posting Module (PPM) TXu1760212 06/16/11
PRANet TX7349463 12/10/10
PRA Bankruptcy Management System TXu1616410 02/15/08
Claims Compensation Bureau, LLC. (www.claimscompensation.com/) TX7268436 06/22/10
PRA Location Services (www.prals.com)
TXu002002785 12/11/2015
PlateNet (https://www.platenet.net/)
TX0007561793 07/05/2012
DC input Txu001743890 03/04/2011
Automatix TX0006167408 05/03/2005
Swarm TXu001969663 11/19/2015
PlateNet (https://www.platenet.net/)
TX0007561793 07/05/2012
IGSNet. TXu001698736
06/11/2010



Portfolio Recovery Associates, LLC


Registered U.S. Copyrights

Title Reg. No. Reg. Date
Portfolio Recovery Associates, LLC TX5575454 07/31/01
Bringing capital, expertise and integrity to the market TX5422063 07/31/01


774297133


U.S. Patents

PRA Group, Inc.


Issued U.S. Patents

Title Patent No. Issue Date
SYSTEMS, METHODS AND COMPUTER PROGRAM PRODUCTS THAT FACILITATE MATCHING OF DEBTOR PAYMENTS TO COLLECTION AUTHORITY ACCOUNTS 8768797 07/01/14



774297133



Schedule 6.20(a)
Taxpayer and Organizational Identification Numbers

Entity
Taxpayer Identification
Number
Organizational
Identification Number
PRA Group, Inc. 75-3078675
3556815
Portfolio Recovery
Associates, LLC
54-1794735
2604748
PRA Holding I, LLC 54-1973279
S044854-0
PRA Holding II, LLC 76-0839600
S201629-5
PRA Holding III, LLC 27-1090109
S305992-2
PRA Holding IV, LLC 46-4747555
    S490667-5
PRA Holding V, LLC 47-1220835
S512965-7
PRA Holding VI, LLC 81-4190334
S644090-5
PRA Holding VII, LLC 81-4196503
S644096-2
PRA Receivables
Management, LLC
54-1992501
S050322-9
Claims Compensation Bureau, LLC 27-2094860
4798094
PRA Financial Services, LLC 46-0666344
S416601-5
PRA Auto Funding, LLC 46-4682696
S488981-4
PRA Group Canada Inc. 86969 9371
923930-8

774297133



Schedule 6.20(b)
Changes in Legal Name, State of Formation and Structure
None.


774297133



Schedule 8.01
Liens Existing on the Restatement Date
1.The overdraft facility described on Schedule 8.03 is secured by Liens on the same assets that secure the European Multicurrency Revolving Credit Facility.


774297133



Schedule 8.02

Investments Existing on the Restatement Date

1.Portfolio owner of Itapeva XII Multicarteria Fundo de Investimento em Direitos Creditorios Responsabilidade Limitada.
2.USA Fundo de Investimento em Participacoes owns 11.67% of RCB Investimentos S.A., an operating entity in Brazil.
3.Investments with and by BRL-USD Fundo do Investimento Multimercado – Credito Privado Investimento no Exterior, a regulated investment vehicle in Brazil.
4.Investments with and by BRL-BRL Fundo do Investimento Multimercado – Credito Privado Investimento no Exterior, a regulated investment vehicle in Brazil
5.Investments with and by USA Fundo de Investimentos em Participacoes, a regulated investment vehicle in Brazil.





774297133




Schedule 8.03

Indebtedness Existing on the Restatement Date

1.Indebtedness incurred in connection with an up to $40 million overdraft facility with DNB pursuant to Section 2.2.2 of the European Multicurrency Revolving Credit Facility.
2.Indebtedness of AK Nordic AB consisting of interest bearing funds on deposit. As of June 30, 2024, $114,991,000 in interest bearing deposits was outstanding (such interest bearing deposits cannot exceed $2.2 billion SEK).
















774297133

        
Schedule 11.02
CERTAIN ADDRESSES FOR NOTICES
LOAN PARTIES:

PRA Group, Inc.
120 Corporate Boulevard
Norfolk, Virginia 23502
Attention: LaTisha Owens Tarrant
Telephone:

Email:

With copies to:

PRA Group, Inc.
Office of General Counsel
P.O. Box 12942
Norfolk, VA 23451

and

Hunton Andrews Kurth LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, VA 23219
Attention: Kimberly C. MacLeod
Telephone:
Facsimile:
Email:

ADMINISTRATIVE AGENT:

Notices to the Administrative Agent or the Swing Line Lender:


Truist Bank
303 Peachtree Street, 25th Floor Notices to Truist Bank, in its capacity as an L/C Issuer:
Mail Code 7662
Atlanta, Georgia 30308
Email:
Attn: Karen Weich
Telephone:






772966025






Truist Bank
Attn: Standby Letter of Credit Dept.
245 Peachtree Center Ave., 17th FL
Atlanta, Georgia 30303
Email:
Telephone:






































772966025






Exhibit A

FORM OF LOAN NOTICE

Date: __________, 20__

To:    Truist Bank, as Administrative Agent

Re:    Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group, Inc., a Delaware corporation (“PRA”), PRA Group Canada Inc., a Canadian corporation (the “Canadian Borrower”), a designated subsidiary of PRA from time to time party thereto (the “Designated Borrower”, and together with PRA and the Canadian Borrower, the “Borrowers”), the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

Ladies and Gentlemen:

The undersigned hereby requests (select one):

☐ A Borrowing of Domestic Revolving Loans

☐ A Borrowing of Canadian Revolving Loans

☐ A Borrowing of the Term Loan

☐ A Borrowing of Designated Borrower Revolving Loans

☐ A Borrowing of the Incremental Term Loan

☐ A conversion or continuation of Domestic Revolving Loans

☐ A conversion or continuation of Canadian Revolving Loans

☐ A conversion or continuation of the Term Loan

☐ A conversion or continuation of Designated Borrower Revolving Loans

☐ A conversion or continuation of the Incremental Term Loan

1.    On _______________, 20__ (which is a Business Day).

2.    In the amount of [$]__________.

772966025


3.    Comprised of ______________ (Type of Loan requested).

4.    For Term SOFR Loans, Daily Compounded CORRA Loans or Term CORRA Loans: with an Interest Period of __________ months.

5.    For Term SOFR Loans, Daily Compounded CORRA Loans or Term CORRA Loans: with an end date for the Interest Period of: _______________, 20__ (which is a Business Day).

[For Domestic Revolving Borrowings]

PRA hereby represents and warrants that after giving effect to any Borrowing of Domestic Revolving Loans, (i) the Total Domestic Revolving Outstandings shall not exceed the Aggregate Domestic Revolving Commitments, (ii) the sum of the Total Domestic Revolving Outstandings plus the outstanding amount of the Term Loan plus the outstanding amount of the Incremental Term Loan plus the outstanding amount of all Incremental Equivalent Debt (only to the extent secured by all or a portion of the Collateral on a pari passu basis with the Obligations) shall not exceed the Domestic Borrowing Base, and (iii) the Domestic Revolving Exposure of any Domestic Revolving Lender shall not exceed such Lender’s Domestic Revolving Commitment.

[For Canadian Revolving Borrowings]

The Canadian Borrower hereby represents and warrants that after giving effect to any Borrowing of Canadian Revolving Loans, (i) the Total Canadian Revolving Outstandings shall not exceed the Aggregate Canadian Revolving Commitments, (ii) the Total Canadian Revolving Outstandings shall not exceed the Canadian Borrowing Base, and (iii) the Canadian Revolving Exposure of any Canadian Revolving Lender shall not exceed such Lender’s Canadian Revolving Commitment.

[For Designated Borrower Revolving Borrowings]

The Designated Borrower hereby represents and warrants that after giving effect to any Borrowing of Designated Borrower Revolving Loans, (i) the Outstanding Amount of Designated Borrower Revolving Loans shall not exceed the Aggregate Designated Borrower Revolving Commitments, (ii) the Outstanding Amount of Designated Borrower Revolving Loans shall not exceed the borrowing base set forth in the Designated Borrower Joinder Agreement, and (iii) the Designated Borrower Revolving Loans of any Lender shall not exceed such Lender’s Designated Borrower Revolving Commitment.

[For Incremental Term Loan Borrowings]

PRA hereby represents and warrants that after giving effect to the Borrowing of the Incremental Term Loan, (i) the Outstanding Amount of the Incremental Term Loan shall not exceed the aggregate amount of the Incremental Term Loan Commitments of the Incremental Term Loan Lenders and (ii) the sum of the Total Domestic Revolving Outstandings plus the outstanding amount of the Term Loan plus the outstanding amount of the Incremental Term Loan plus the outstanding amount of all Incremental Equivalent Debt (only to the extent secured by all or a portion of the Collateral on a pari passu basis with the Obligations) shall not exceed the Domestic Borrowing Base.

[For all Borrowings]

772966025


The applicable Borrower hereby represents and warrants that each of the conditions set forth in Section 5.02(a), (b) [and (d)]1 of the Credit Agreement has been satisfied on and as of the date of such Borrowing.


1 Solely in the case of a Designated Borrower Revolving Loan.
772966025


[PRA GROUP, INC.,
a Delaware corporation

By:                    
Name:
Title:]


[PRA GROUP CANADA INC.,
a Canadian corporation

By:                    
Name:
Title:]

[[ ],
a [ ]

By:                    
Name:
Title:]
772966025


Exhibit B

FORM OF SWING LINE LOAN NOTICE

Date: __________, 20__

To:    Truist Bank, as Swing Line Lender

Cc:    Truist Bank, as Administrative Agent

Re:    Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group, Inc., a Delaware corporation (“PRA”), PRA Group Canada Inc., a Canadian corporation (the “Canadian Borrower”), a designated subsidiary of PRA from time to time party thereto (the “Designated Borrower”, and together with PRA and the Canadian Borrower, the “Borrowers”), the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

Ladies and Gentlemen:

The undersigned hereby requests a Swing Line Loan:

1.    On __________    , 20__ (a Business Day).

2.    In the amount of $__________.

With respect to such Borrowing of Swing Line Loans, PRA hereby represents and warrants that (a) after giving effect to such Borrowing of Swing Line Loans, (i) the Total Domestic Revolving Outstandings shall not exceed the Aggregate Domestic Revolving Commitments, (ii) the sum of the Total Domestic Revolving Outstandings plus the outstanding amount of the Term Loan plus the outstanding amount of the Incremental Term Loan plus the outstanding amount of all Incremental Equivalent Debt (only to the extent secured by all or a portion of the Collateral on a pari passu basis with the Obligations) shall not exceed the Domestic Borrowing Base and (iii) the Domestic Revolving Exposure of any Domestic Revolving Lender shall not exceed such Domestic Revolving Lender’s Domestic Revolving Commitment and (b) each of the conditions set forth in Section 5.02(a) and (b) of the Credit Agreement has been satisfied on and as of the date of such Borrowing of Swing Line Loans.


PRA GROUP, INC.,
a Delaware corporation

By:                    
Name:
Title:


772966025



EXHIBIT C-1

FORM OF [[SECOND] AMENDED AND RESTATED] DOMESTIC REVOLVING NOTE

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to _____________________ or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Domestic Revolving Loan from time to time made by the Lender to the Borrower under that certain Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among the undersigned Borrower, PRA Group Canada Inc., a Canadian corporation, the Designated Borrower from time to time party thereto, the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each Domestic Revolving Loan from the date of such Domestic Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in Same Day Funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Domestic Revolving Note is one of the Domestic Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Domestic Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Domestic Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Domestic Revolving Note and endorse thereon the date, amount and maturity of its Domestic Revolving Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Domestic Revolving Note.

[This Domestic Revolving Note amends and restates, and is given in replacement of, that certain [Amended and Restated] Domestic Revolving Note given by the Borrower in favor of the Lender under the Existing Credit Agreement (the “Existing Note”). The parties hereto do not intend this Domestic Revolving Note to constitute a novation of the Existing Note or the indebtedness formerly evidenced by the Existing Note.]

THIS DOMESTIC REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



772966025






PRA GROUP, INC.,
a Delaware corporation

By:                    
Name:
Title:

772966025



EXHIBIT C-2

[Reserved.]













































772966025







EXHIBIT C-3

FORM OF [[SECOND] AMENDED AND RESTATED] CANADIAN REVOLVING NOTE

FOR VALUE RECEIVED, the undersigned (the “Canadian Borrower”), hereby promises to pay to _____________________ or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Canadian Revolving Loan from time to time made by the Lender to the Borrower under that certain Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group, Inc., a Delaware corporation, the undersigned Canadian Borrower, the Designated Borrower from time to time party thereto, the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

The Canadian Borrower promises to pay interest on the unpaid principal amount of each Canadian Revolving Loan from the date of such Canadian Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Canadian Dollars in Same Day Funds at the applicable Administrative Agent’s Office in each case as provided in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Canadian Revolving Note is one of the Canadian Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Canadian Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Canadian Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Canadian Revolving Note and endorse thereon the date, amount and maturity of its Canadian Revolving Loans and payments with respect thereto.

The Canadian Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Canadian Revolving Note.

[This Canadian Revolving Note amends and restates, and is given in replacement of, that certain [Amended and Restated] Canadian Revolving Note given by the Canadian Borrower in favor of the Lender under the Existing Credit Agreement (the “Existing Note”). The parties hereto do not intend this Canadian Revolving Note to constitute a novation of the Existing Note or the indebtedness formerly evidenced by the Existing Note.]
772966025



THIS CANADIAN REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.





PRA GROUP CANADA INC.,
a Canadian corporation

By:                    
Name:
Title:
772966025


EXHIBIT C-4

FORM OF DESIGNATED BORROWER REVOLVING NOTE

FOR VALUE RECEIVED, the undersigned (the “Designated Borrower”), hereby promises to pay to _____________________ or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Designated Borrower Revolving Loan from time to time made by the Lender to the Designated Borrower under that certain Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group, Inc., a Delaware corporation, PRA Group Canada Inc., a Canadian corporation, the Designated Borrower from time to time party thereto, the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

The Designated Borrower promises to pay interest on the unpaid principal amount of each Designated Borrower Revolving Loan from the date of such Designated Borrower Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars or Canadian Dollars in Same Day Funds at the applicable Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Designated Borrower Revolving Note is one of the Designated Borrower Revolving Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Designated Borrower Revolving Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Designated Borrower Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Designated Borrower Revolving Note and endorse thereon the date, amount and maturity of its Designated Borrower Revolving Loans and payments with respect thereto.

The Designated Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Designated Borrower Revolving Note.

THIS DESIGNATED BORROWER REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


[ ],
a [ ]

By:                    
Name:
Title:
772966025


EXHIBIT D

FORM OF SWING LINE NOTE

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to TRUIST BANK or its registered assigns (the “Swing Line Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Swing Line Loan from time to time made by the Swing Line Lender to the Borrower under that certain Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among the Borrower, PRA Group Canada Inc., a Canadian corporation, the Designated Borrower from time to time party thereto, the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Loan from the date of such Swing Line Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made directly to the Swing Line Lender in Dollars in Same Day Funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Swing Line Note is the Swing Line Note referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swing Line Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Swing Line Loans made by the Swing Line Lender shall be evidenced by one or more loan accounts or records maintained by the Swing Line Lender in the ordinary course of business. The Swing Line Lender may also attach schedules to this Swing Line Note and endorse thereon the date, amount and maturity of its Swing Line Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Swing Line Note.

THIS SWING LINE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

PRA GROUP, INC.,
a Delaware corporation

By:                    
Name:
Title:

772966025


EXHIBIT E-1

FORM OF [[SECOND] AMENDED AND RESTATED] TERM LOAN NOTE

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to _____________________ or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of the Term Loan made by the Lender to the Borrower under that certain Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among the Borrower, PRA Group Canada Inc., a Canadian corporation, the Designated Borrower from time to time party thereto, the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of the Term Loan from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in Same Day Funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Term Note is one of the Term Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Term Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Term Note.

[This Term Note amends and restates, and is given in replacement of, that certain [Amended and Restated] Term Note given by the Borrower in favor of the Lender under the Existing Credit Agreement (the “Existing Note”). The parties hereto do not intend this Term Note to constitute a novation of the Existing Note or the indebtedness formerly evidenced by the Existing Note.]

THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


PRA GROUP, INC.,
a Delaware corporation

By:                    
Name:
Title:
772966025


EXHIBIT E-2

FORM OF INCREMENTAL TERM LOAN NOTE

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to _____________________ or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of the Incremental Term Loan made by the Lender to the Borrower under (i) that certain Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among the Borrower, PRA Group Canada Inc., a Canadian corporation, the Designated Borrower from time to time party thereto, the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer and (ii) the Incremental Term Loan Lender Joinder Agreement between the Borrower and the Incremental Term Loan Lenders party thereto. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of the Incremental Term Loan from the date of such Incremental Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Incremental Term Loan Lender Joinder Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in Same Day Funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement.

This Incremental Term Note is one of the Incremental Term Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Incremental Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Incremental Term Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Incremental Term Note and endorse thereon the date, amount and maturity of its Incremental Term Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonpayment of this Incremental Term Note.

THIS INCREMENTAL TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


PRA GROUP, INC.,
a Delaware corporation

By:                    
Name:
Title:

772966025



Exhibit F

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date: __________, 20__

To:    Truist Bank, as Administrative Agent

Re:    Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group, Inc., a Delaware corporation (“PRA”), PRA Group Canada Inc., a Canadian corporation (the “Canadian Borrower”), a designated subsidiary of PRA from time to time party thereto (the “Designated Borrower”, and together with PRA and the Canadian Borrower, the “Borrowers”), the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

Ladies and Gentlemen:

The undersigned Responsible Officer hereby certifies as of the date hereof that [he/she] is the _______________ of PRA, and that, in [his/her] capacity as such, [he/she] is authorized to execute and deliver this Certificate to the Administrative Agent on behalf of PRA, and that:

[Use following paragraph 1 for the fiscal year-end financial statements:]

[1.    Attached hereto as Schedule 1 are the year-end audited consolidated financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of PRA and its Subsidiaries ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.]

[Use following paragraph 1 for fiscal quarter-end financial statements:]

[1.    Attached hereto as Schedule 1 are the unaudited consolidated financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of PRA and its Subsidiaries ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of PRA and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.]

2.    The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made, a review of the transactions and condition (financial or otherwise) of PRA during the accounting period covered by the attached financial statements.

3.    A review of the activities of PRA during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period PRA performed and observed all its obligations under the Loan Documents, and

[select one:]
772966025



[to the knowledge of the undersigned during such fiscal period, no condition or event existed or exists which constitutes a Default or Event of Default.]

[or:]

[the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:]

4.    The financial covenant analyses and calculation of the Consolidated Total Leverage Ratio, the Consolidated Senior Secured Leverage Ratio, Consolidated Fixed Charge Coverage Ratio and Capital Expenditures set forth on Schedule 2 attached hereto are true and accurate in all material respects on and as of the date of this Certificate.

[5.    Set forth on Schedule 3 hereto is a true and accurate list as required by Section 7.02(g) of the Credit Agreement on and as of the date of this Compliance Certificate of (a) all applications by any Loan Party for Copyrights, Patents or Trademarks, (b) all issuances of registrations or letters on existing applications made by any Loan Party for Copyrights, Patents and Trademarks and (c) all Trademark Licenses, Copyright Licenses and Patent Licenses entered into by any Loan Party, in each case since the [date of the prior Compliance Certificate][Restatement Date].]2

[or:]

[5 .    Since the [date of the prior Compliance Certificate][Restatement Date] (a) no Loan Party has made any applications for Copyrights, Patents or Trademarks, (b) there have been no issuances of registrations or letters on existing applications made by any Loan Party for Copyrights, Patents and Trademarks and (c) no Loan Party has entered into any Trademark Licenses, Copyright Licenses or Patent Licenses since the [date of the prior Compliance Certificate][Restatement Date].]

[6.    Attached hereto as Schedule 4 is the insurance binder or other evidence of insurance for any insurance coverage of any Loan Party or Subsidiary that was renewed, replaced or modified during the period covered by the attached financial statements.]3

[7.    Attached hereto as Schedule 5 is a list of all Indebtedness currently outstanding pursuant to Section 8.03(r) of the Credit Agreement, including the amount of such Indebtedness attributable to each country outside the United States.]4

8.    Set forth on Schedule 6 hereto is a list of any Collateral with a value in excess of $100,000 in the possession or control of a warehouseman, bailee, agent or processor and the name and address of such warehouseman, bailee, agent or processor. [If none, then state “None.”]

9.    Set forth on Schedule 7 hereto is a list each Commercial Tort Claim in excess of $500,000 that has been initiated before any Governmental Authority by or in favor of any Loan Party. [If none, then state “None.”]
2 To be delivered only with the fiscal year-end audited financial statements.
3 To be delivered only with the fiscal year-end audited financial statements.
4 To be delivered only with the fiscal year-end audited financial statements.
772966025



[Signatures follow]



    IN WITNESS WHEREOF, the undersigned has executed this Certificate as of __________, 20__.


PRA GROUP, INC.,
a Delaware corporation

By:                    
Name:
Title:



772966025


Schedule 2
to Compliance Certificate

1.    Consolidated Total Leverage Ratio

(a)    Consolidated Funded Indebtedness            $        

(b)    Qualified Cash                        $        

    (c)    Consolidated EBITDA
        
        (i)    Consolidated Net Income            $____________

(ii)    Consolidated Interest Charges            $____________

        (iii)    federal, state, local and foreign
            income taxes                    $____________

        (iv)    depreciation and amortization
expense    
                        $____________

        (v)    Recoveries Applied to Negative Allowance,
net of changes in expected recoveries    
                        $____________


        (vi)    fees, costs and expenses incurred in
respect of the Credit Agreement or in
connection with any disposition,
incurrence of Consolidated Funded
Indebtedness, Acquisition                         (including amounts paid in connection
with such Acquisition for retention of one
or more individuals comprising part of a
management team retained to manage the
acquired business; provided that such
payments are made in connection with
such Acquisition and are consistent with
the customary practice in the industry at
the time of such Acquisition), Investment
or offering of Equity Interests, in each
case as permitted under the Loan
Documents                    $____________

(vii)    all other non-cash charges, to the extent
such charges do not represent a cash
charge in such period or any future period    $____________

772966025


(viii)    indemnification payments received from a
Person which is not an Affiliate of any
Loan Party under any acquisition agreement
entered into by such Person which reimburse
expenses of a Loan Party, to the extent such
expenses were deducted in computing
Consolidated Net Income            $____________

        (ix)    Consolidated EBITDA
[(i) + (ii) +(iii) + (iv) + (v) + (vi) + (vii) + (viii)]    
    
$        

(d)    Consolidated Total Leverage Ratio    
[((a) - (b))/(c)(ix)]                    __________:1.0

2.    Consolidated Senior Secured Leverage Ratio

    (a)    Consolidated Senior Secured Indebtedness        $        

(b)    Qualified Cash    [1(b)]                    $        

    (c)    Consolidated EBITDA [1(c)(ix)]            $____________

(d)    Consolidated Senior Secured Leverage Ratio    
[((a) - (b))/(c)]                        __________:1.0

3.    Consolidated Fixed Charge Coverage Ratio

(a)    Consolidated EBITDA [1(c)(ix)]            $        

(b)    scheduled principal payments made on
Consolidated Funded Indebtedness            $        

    (c)    Consolidated Interest Charges                $____________

(d)    Consolidated Fixed Charge Coverage Ratio    
[(a)/((b) + (c))]                        __________:1.0                                                                

4.    Consolidated Capital Expenditures5                $_____________                
                


5 “Consolidated Capital Expenditures” means, for any period, for PRA and its Subsidiaries on a consolidated basis, all capital expenditures, as determined in accordance with GAAP; provided, however, that Consolidated Capital Expenditures shall not include (a) expenditures made with proceeds of any Involuntary Disposition to the extent such expenditures are used to purchase property that is the same as or similar to the property subject to such Involuntary Disposition, (b) Permitted Acquisitions or (c) purchases of debt portfolios.

772966025


Exhibit G

FORM OF JOINDER AGREEMENT

    THIS JOINDER AGREEMENT (the “Agreement”) dated as of __________, 20__ is by and between __________, a __________ (the “New Subsidiary”), and Truist Bank, in its capacity as Administrative Agent under that certain Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group, Inc., a Delaware corporation (“PRA”), PRA Group Canada Inc., a Canadian corporation (the “Canadian Borrower”), a designated subsidiary of PRA from time to time party thereto (the “Designated Borrower”, and together with PRA and the Canadian Borrower, the “Borrowers”), the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

    The Loan Parties are required by Section 7.12 of the Credit Agreement to cause the New Subsidiary to become a “Guarantor” thereunder. Accordingly, the New Subsidiary hereby agrees as follows with the Administrative Agent, for the benefit of the holders of the Obligations:

1.    [Use the following paragraph for joinder of a Domestic Subsidiary]

The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby jointly and severally together with the other Guarantors, guarantees to each holder of the Obligations and the Administrative Agent, as provided in Article IV of the Credit Agreement, the prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.

[Use the following paragraph for joinder of a Canadian Subsidiary]

The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Credit Agreement and a “Canadian Guarantor” of the Canadian Borrower Obligations for all purposes of the Credit Agreement, and shall have all of the obligations of a Canadian Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Canadian Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby jointly and severally together with the other Guarantors of the Canadian Borrower Obligations, guarantees to each holder of the Canadian Borrower Obligations and the Administrative Agent, as provided in Article IV of the Credit Agreement, the prompt payment and performance of the Canadian Borrower Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.

    2.    [Use the following paragraph for joinder of a Domestic Subsidiary]

772966025


The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Security Agreement and a “Grantor” for all purposes of the Security Agreement, and shall have all the obligations of a Grantor thereunder as if it had executed the Security Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting the generality of the foregoing terms of this paragraph 2, the New Subsidiary hereby grants to the Administrative Agent, for the benefit of the holders of the Obligations, a continuing security interest in any and all right, title and interest of the New Subsidiary in and to the Collateral (as defined in the Security Agreement) of the New Subsidiary to secure the prompt payment and performance in full when due, whether by acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the Security Agreement).

[Use the following paragraph for joinder of a Canadian Subsidiary]

The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will enter into a Canadian Security Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in such Canadian Security Agreement. Without limiting the generality of the foregoing terms of this paragraph 2, the New Subsidiary hereby grants to the Administrative Agent, for the benefit of the holders of the Canadian Borrower Obligations, a continuing security interest in any and all right, title and interest of the New Subsidiary in and to the Collateral (as defined in the applicable Canadian Security Agreement) of the New Subsidiary to secure the prompt payment and performance in full when due, whether by acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the Canadian Security Agreement).

    3.    [Use the following paragraph for joinder of a Domestic Subsidiary]

The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Pledge Agreement and a “Pledgor” for all purposes of the Pledge Agreement, and shall have all the obligations of a Pledgor thereunder as if it had executed the Pledge Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Pledge Agreement. Without limiting the generality of the foregoing terms of this paragraph 3, the New Subsidiary hereby grants, pledges and assigns to the Administrative Agent, for the benefit of the holders of the Obligations, a continuing security interest in any and all right, title and interest of the New Subsidiary in and to the Equity Interests identified on Schedule 5 hereto and all other Pledged Collateral (as defined in the Pledge Agreement) of the New Subsidiary to secure the prompt payment and performance in full when due, whether by acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the Pledge Agreement).

[Use the following paragraph for joinder of a Canadian Subsidiary]

The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will, if applicable, enter into a Canadian Pledge Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in such Canadian Pledge Agreement. Without limiting the generality of the foregoing terms of this paragraph 3, the New Subsidiary hereby grants, pledges and assigns to the Administrative Agent, for the benefit of the holders of the Canadian Borrower Obligations, a continuing security interest in any and all right, title and interest of the New Subsidiary in and to the Equity Interests identified on Schedule 5 hereto and all other Pledged Collateral (as defined in the Canadian Pledge Agreement) of the New Subsidiary to secure the prompt payment and performance in full when due, whether by acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the Canadian Pledge Agreement).
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4.    The New Subsidiary hereby represents and warrants to the Administrative Agent and the Lenders that:

(a)    The New Subsidiary’s exact legal name and state or jurisdiction of formation are as set forth on the signature pages hereto.

(b)    The New Subsidiary’s taxpayer identification number, if applicable, and organization number are set forth on Schedule 1 hereto.

(c)    Other than as set forth on Schedule 2 hereto, the New Subsidiary has not changed its legal name, changed its state or jurisdiction of formation, been party to a merger, amalgamation, consolidation or other change in structure in the five years preceding the date hereof.

(d)    Schedule 3 hereto includes all IP Rights as of the date hereof (I) not constituting Excluded Property, (II) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office or the Canadian Intellectual Property Office and (III) owned by the New Subsidiary as of the date hereof. None of the IP Rights of the New Subsidiary set forth in Schedule 3 hereto is subject to any licensing agreement or similar arrangement, except as set forth on Schedule 3 hereto.

(e)    Schedule 4 hereto includes all Commercial Tort Claims asserted in any judicial action before any Governmental Authority by or in favor of the New Subsidiary as of the date hereof.

(f)    Schedule 5 hereto lists each Subsidiary of the New Subsidiary as of the date hereof, together with (i) jurisdiction of formation, (ii) the certificate number(s) of the certificates evidencing such Equity Interests, if any, and number and percentage of outstanding shares of each class owned by the New Subsidiary (directly or indirectly) of such Equity Interests and (iii) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto.

    5.    The address of the New Subsidiary for purposes of all notices and other communications is the address designated for all Loan Parties on Schedule 11.02 to the Credit Agreement or such other address as the New Subsidiary may from time to time notify the Administrative Agent in writing.

    6.    This Agreement may be executed in multiple counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.

    7.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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    IN WITNESS WHEREOF, the New Subsidiary has caused this Joinder Agreement to be duly executed by its authorized officer, and the Administrative Agent, for the benefit of the holders of the Obligations, has caused the same to be accepted by its authorized officer, as of the day and year first above written.
    
                            [NEW SUBSIDIARY]

                            By:                    
                            Name:
                            Title:

Acknowledged and accepted:

TRUIST BANK,
as Administrative Agent

By:                    
Name:
Title:


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Schedule 1

Taxpayer Identification Number; Organization Number Changes in Legal Name or State of Formation;

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Schedule 2

Mergers, Consolidations and other Changes in Structure

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Schedule 3

IP Rights

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Schedule 4

Commercial Tort Claims

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Schedule 5

Equity Interests

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Exhibit H

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein have the meanings provided in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans and the Guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.    Assignor:                            

2.    Assignee:                             [and is an
                    Affiliate/Approved Fund of [identify Lender]]

3.    Borrowers:    PRA Group, Inc., a Delaware corporation (“PRA”), PRA Group Canada Inc., a Canadian corporation (the “Canadian Borrower”) and a certain Subsidiary of PRA to be named as a borrower from time to time party thereto (the “Designated Borrower” and together with PRA and the Canadian Borrower, the “Borrowers”)

4.    Administrative Agent:    Truist Bank, as the administrative agent under the
    Credit Agreement

5. Credit Agreement: Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among the Borrowers, the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer.
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6.     Assigned Interest:    

Facility Assigned1
Aggregate Amount of Commitment/Loans for all Lenders*
Amount of Commitment/Loans Assigned*2
Percentage Assigned of Commitment/Loans3

$
$
    %

$
$
    %

$
$
    %

[7.    Trade Date:        ______________]4

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE APPLICABLE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR:    [NAME OF ASSIGNOR]

By:                    
Name:
Title:

ASSIGNEE:    [NAME OF ASSIGNEE]

By:                    
Name:
Title:

1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Domestic Revolving Commitment”, “Canadian Revolving Commitment”, “Term Loan”, “Designated Borrower Revolving Loan Commitment” or “Incremental Term Loan”).
* Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
4 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.
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[Consented to and]5 Accepted:

TRUIST BANK,
as Administrative Agent

By:                    
Name:
Title:

[Consented to:]6

PRA GROUP, INC.,
a Delaware corporation

By:                    
Name:
Title:

[Consented to:]7

[TRUIST BANK, as an L/C Issuer][and Swing Line Lender]

By:________________________________
Name:
Title:

[[____________], as an L/C Issuer]

By:________________________________
Name:
Title:


5 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
6 To be added only if the consent of PRA is required by the terms of the Credit Agreement.
7 To be added only if the consent of the L/C Issuers and/or Swing Line Lender is required by the terms of the Credit Agreement.
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Annex 1 to Assignment and Assumption

STANDARD TERMS AND CONDITIONS

1. Representations and Warranties.

1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets the requirements to be an assignee under Section 11.06(b) of the Credit Agreement (subject to the consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

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3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.
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Exhibit I

FORM OF BORROWING BASE CERTIFICATE

For the month ended _________________, 20___.

    Reference is made to that certain Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group, Inc., a Delaware corporation (“PRA”), PRA Group Canada Inc., a Canadian corporation (the “Canadian Borrower”), a designated subsidiary of PRA from time to time party thereto (the “Designated Borrower”, and together with PRA and the Canadian Borrower, the “Borrowers”), the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.
    
    The undersigned Responsible Officer hereby certifies that:

(a)    as of the date hereof the calculation of the Domestic Borrowing Base on Schedule 1 attached hereto is in conformance with the terms of the Credit Agreement and is true and correct in all material respects.

(b)    attached hereto as Exhibit A is a full accounts receivable aging report, and such information is true, correct and complete in all material respects as of the date hereof.

[(c)    attached hereto as Exhibit B is an Asset Pool Report, and such information is true, correct and complete as of the date hereof.]8


PRA GROUP, INC., a Delaware corporation

By:                    
Name:
Title:

8 To be included upon the request of the Administrative Agent.

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Schedule 1
TO BORROWING BASE CERTIFICATE


DOMESTIC BORROWING BASE

ACTUAL
I. ESTIMATED REMAINING COLLECTIONS
1.
aggregate gross remaining cash collections which PRA or Portfolio Recovery Associates anticipate to receive from an Asset Pool as reflected in its Portfolio ERC Model accounting process.
II. ELIGIBLE ASSET POOLS
1.
those existing Asset Pools accepted by the Lenders on the Restatement Date and newly acquired Asset Pools of PRA and the Guarantors (which shall exclude, for purposes of this calculation, Canadian Guarantors) acquired from Asset Pool Sellers not affiliated with PRA or any Guarantor, that in each case, (i) are not Insolvency Eligible Asset Pools, and (ii) meet all of the following requirements:
(a)
the Receivables in such Asset Pool, taken as a whole, comply in all material respects with all applicable laws and regulations, including, but not limited to, truth in lending and credit disclosure laws and regulations;
(b)
all amounts and information appearing on the applicable Asset Pool Report furnished to the Administrative Agent and the Lenders in connection therewith are true and correct in all material respects;
(c)
PRA or a Guarantor has good and marketable title and has the right to pledge, assign and deliver the Assets of such Asset Pool, free from all liens, claims, encumbrances or security interests whatsoever; provided that such Assets may be subject to recall or putback rights;
(d)
no more than one percent (1%) of the number of Receivables in such Asset Pool constitute Receivables with respect to which the Account Debtor thereon or any guarantor thereof is employed by or related to PRA or any Guarantor or is PRA or any Guarantor;
(e)
to the knowledge of a Responsible Officer no condition exists that materially and adversely affects the Estimated Remaining Collections of the Asset Pool; and
(f)
since the acquisition of the Asset Pool by PRA or the Guarantors, no sale of any Receivable within the Asset Pool has occurred except arms length sales to non-affiliated third parties
(g)
Estimated Remaining Collections of all Eligible Asset Pools: $________
III. INSOLVENCY ELIGIBLE ASSET POOLS
1. Asset Pools of PRA or any Guarantor (which shall exclude, for purposes of this calculation, Canadian Guarantors) in which the debtors are subject to a proceeding under an order from the Bankruptcy Code of the United States or to a proceeding under the Companies' Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or the Winding-up and Restructuring Act (Canada) that in each case meet all of the following requirements:

(a) the Receivables in such Asset Pool, taken as a whole, comply in all material respects with all applicable laws and regulations, including, but not limited to, truth in lending and credit disclosure laws and regulations;
(b) all amounts and information appearing on the applicable Asset Pool Report furnished to the Administrative Agent and the Lenders in connection therewith are true and correct in all material respects;
(c) PRA or a Guarantor has good and marketable title and has the right to pledge, assign and deliver the Assets of such Asset Pool, free from all liens, claims, encumbrances or security interests whatsoever; provided that such Assets may be subject to recall or putback rights;
(d) no more than one percent (1%) of the number of Receivables in such Asset Pool constitute Receivables with respect to which the Account Debtor thereon or any guarantor thereof is employed by or related to PRA or any Guarantor or is PRA or any Guarantor;
(e) to the knowledge of a Responsible Officer no condition exists that materially and adversely affects the Estimated Remaining Collections of the Asset Pool; and
(f) since the acquisition of the Asset Pool by PRA or the Guarantors, no sale of any Receivable within the Asset Pool has occurred except arms length sales to non-affiliated third parties.
(g) Estimated Remaining Collections of all Insolvency Eligible Asset Pools: $________
IV. ELIGIBLE ACCOUNTS
1.
Accounts created by PRA or any Guarantor (other than a Canadian Guarantor) that in each case satisfy the criteria set forth below as reasonably determined in accordance with Administrative Agent’s customary practices. In general, Accounts shall be Eligible Accounts if:
(a)
such Accounts arise from the actual and bona fide sale and delivery of goods by PRA or such Guarantor or rendition of services by PRA or such Guarantor in the ordinary course of its business which transactions are completed in accordance with the terms and provisions contained in any documents related thereto;

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(b)
such Accounts are not unpaid more than (i) ninety (90) days after the date of the original invoice therefor or (ii) more than sixty (60) days after the date of the original due date therefor; provided, that the Administrative Agent may in its discretion deem Accounts for which PRA or such Guarantor has granted extended trade terms to be Eligible Accounts;
(c)
such Accounts do not arise from sales on consignment, guaranteed sale, sale and return, sale on approval, or other terms under which payment by the account debtor may be conditional or contingent;
(d)
the chief executive office of the account debtor with respect to such Accounts is located in the United States of America or Canada;
(e)
such Accounts do not consist of progress billings (such that the obligation of the account debtors with respect to such Accounts is conditioned upon PRA’s or such Guarantor’s satisfactory completion of any further performance under the agreement giving rise thereto), bill and hold invoices or retainage invoices, except as to bill and hold invoices, if the Administrative Agent shall have received an agreement in writing from the account debtor, in form and substance satisfactory to the Administrative Agent, confirming the unconditional obligation of the account debtor to take the goods related thereto and pay such invoice;
(f)
the account debtor with respect to such Accounts has not asserted a counterclaim, defense or dispute and is not owed or does not claim to be owed any amounts that may give rise to any right of setoff or recoupment against such Accounts (but the portion of the Accounts of such account debtor in excess of the amount at any time and from time to time owed by PRA or such Guarantor to such account debtor or claimed owed by such account debtor shall be deemed Eligible Accounts);
(g)
there are no facts, events or occurrences which would materially impair the validity, enforceability or collectability of such Accounts or reduce the amount payable or delay payment thereunder;
(h)
such Accounts are subject to the first priority, valid and perfected security interest of Administrative Agent;
(i)
neither the account debtor nor any officer or employee of the account debtor with respect to such Accounts is an officer, employee, agent or other Affiliate of PRA or any Guarantor;
(j)
the account debtors with respect to such Accounts are not any foreign government, the United States of America, any department, agency or instrumentality thereof, unless, if the account debtor is the United States of America, any department, agency or instrumentality thereof, upon Administrative Agent’s request, the Federal Assignment of Claims Act of 1940, as amended has been complied with in a manner satisfactory to the Administrative Agent;
(k)
there are no proceedings or actions which are threatened or pending against the account debtors with respect to such Accounts which might result in any material adverse change in any such account debtor’s financial condition (including, without limitation, any bankruptcy, dissolution, liquidation, reorganization or similar proceeding);
(l)
such Accounts are not owed by an account debtor who has Accounts unpaid more than the periods permitted in clause (b) of this definition which constitute more than fifty percent (50%) percent of the total Accounts of such account debtor; and
(m)
such Accounts are owed by account debtors deemed creditworthy at all times by the Administrative Agent in good faith in its commercially reasonable discretion.
(n) Eligible Accounts: $________
V.
DOMESTIC BORROWING BASE:
[(35% of II.1(g)) + (55% of III.1(g)) + (75% of IV.1(n))]
$________



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Exhibit A
TO BORROWING BASE CERTIFICATE

[See attached full accounts receivable aging report.]



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[Exhibit B
TO BORROWING BASE CERTIFICATE

[See attached Asset Pool Report.]]9

9 To be included upon the request of the Administrative Agent.

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Exhibit I-2

FORM OF CANADIAN BORROWING BASE CERTIFICATE

For the month ended _________________, 20___.

    Reference is made to that certain Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group, Inc., a Delaware corporation (“PRA”), PRA Group Canada Inc., a Canadian corporation (the “Canadian Borrower”), a designated subsidiary of PRA from time to time party thereto (the “Designated Borrower”, and together with PRA and the Canadian Borrower, the “Borrowers”), the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.
    
    The undersigned Responsible Officer hereby certifies that:

(a)    as of the date hereof the calculation of the Canadian Borrowing Base on Schedule 1 attached hereto is in conformance with the terms of the Credit Agreement and is true and correct in all material respects.

(b)    attached hereto as Exhibit A is a full accounts receivable aging report, and such information is true, correct and complete in all material respects as of the date hereof.

[(c)    attached hereto as Exhibit B is an Asset Pool Report, and such information is true, correct and complete as of the date hereof.]10


PRA GROUP CANADA INC., a Canadian corporation

By:                    
Name:
Title:

10 To be included upon the request of the Administrative Agent.

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Schedule 1
TO CANADIAN BORROWING BASE CERTIFICATE


CANADIAN BORROWING BASE

ACTUAL
I. CANADIAN ESTIMATED REMAINING COLLECTIONS
1.
aggregate gross remaining cash collections which the Canadian Borrower or applicable Canadian Guarantor anticipates to receive from an Asset Pool reflected in its Portfolio ERC Model accounting process
II. CANADIAN ELIGIBLE ASSET POOLS
1.
those existing Asset Pools of the Canadian Borrower and the Canadian Guarantors accepted by the Canadian Revolving Lenders on the Restatement Date and newly acquired Asset Pools of the Canadian Borrower and the Canadian Guarantors acquired from Asset Pool Sellers not affiliated with PRA, the Canadian Borrower or any Canadian Guarantor, that in each case, (i) are not Canadian Insolvency Eligible Asset Pools, and (ii) meet all of the following requirements:
(a)
the Receivables in such Asset Pool, taken as a whole, comply in all material respects with all applicable laws and regulations, including, but not limited to, truth in lending and credit disclosure laws and regulations;
(b)
all amounts and information appearing on the applicable Asset Pool Report furnished to the Administrative Agent and the Canadian Revolving Lenders in connection therewith are true and correct in all material respects;
(c)
the Canadian Borrower or the applicable Canadian Guarantor has good and marketable title and has the right to pledge, assign and deliver the Assets of such Asset Pool, free from all liens, claims, encumbrances or security interests whatsoever; provided that such Assets may be subject to recall or putback rights;
(d)
no more than one percent (1%) of the number of Receivables in such Asset Pool constitute Receivables with respect to which the Account Debtor thereon or any guarantor thereof is employed by or related to the Canadian Borrower or is the Canadian Borrower;
(e)
to the knowledge of a Responsible Officer, no condition exists that materially and adversely affects the Estimated Remaining Collections of the Asset Pool; and
(f)
since the acquisition of the Asset Pool by the Canadian Borrower or applicable Canadian Guarantor, no sale of any Receivable within the Asset Pool has occurred except arms length sales to non-affiliated third parties
(g)
Canadian Estimated Remaining Collections of all Canadian Eligible Asset Pools: $________
III. CANADIAN INSOLVENCY ELIGIBLE ASSET POOLS
1. Asset Pools of the Canadian Borrower or any Canadian Guarantor in which the debtors are subject to a proceeding under an order from the Bankruptcy Code of the United States or to a proceeding under the Companies' Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or the Winding-up and Restructuring Act (Canada), that in each case meet all of the following requirements:
(a) the Receivables in such Asset Pool, taken as a whole, comply in all material respects with all applicable laws and regulations, including, but not limited to, truth in lending and credit disclosure laws and regulations;
(b) all amounts and information appearing on the applicable Asset Pool Report furnished to the Administrative Agent and the Canadian Revolving Lenders in connection therewith are true and correct in all material respects;
(c) the Canadian Borrower or the applicable Canadian Guarantor has good and marketable title and has the right to pledge, assign and deliver the Assets of such Asset Pool, free from all liens, claims, encumbrances or security interests whatsoever; provided that such Assets may be subject to recall or putback rights;
(d) no more than one percent (1%) of the number of Receivables in such Asset Pool constitute Receivables with respect to which the Account Debtor thereon or any guarantor thereof is employed by or related to the Canadian Borrower or is the Canadian Borrower;
(e) to the knowledge of a Responsible Officer, no condition exists that materially and adversely affects the Estimated Remaining Collections of the Asset Pool; and
(f) since the acquisition of the Asset Pool by the Canadian Borrower or applicable Canadian Guarantor , no sale of any Receivable within the Asset Pool has occurred except arms length sales to non-affiliated third parties
(g) Canadian Estimated Remaining Collections of all Canadian Insolvency Eligible Asset Pools: $_______
IV. CANADIAN ELIGIBLE ACCOUNTS
1.
Accounts created by the Canadian Borrower or any Canadian Guarantor that in each case satisfy the criteria set forth below as reasonably determined in accordance with the Administrative Agent’s customary practices. In general, Accounts shall be Canadian Eligible Accounts if:

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(a)
such Accounts arise from the actual and bona fide sale and delivery of goods by the Canadian Borrower or such Canadian Guarantor or rendition of services by the Canadian Borrower or such Canadian Guarantor in the ordinary course of its business which transactions are completed in accordance with the terms and provisions contained in any documents related thereto;
(b)
such Accounts are not unpaid more than (i) ninety (90) days after the date of the original invoice therefor or (ii) more than sixty (60) days after the date of the original due date therefor; provided, that the Administrative Agent may in its discretion deem Accounts for which the Canadian Borrower has granted extended trade terms to be Canadian Eligible Accounts;
(c)
such Accounts do not arise from sales on consignment, guaranteed sale, sale and return, sale on approval, or other terms under which payment by the account debtor may be conditional or contingent;
(d)
the chief executive office of the account debtor with respect to such Accounts is located in Canada;
(e)
such Accounts do not consist of progress billings (such that the obligation of the account debtors with respect to such Accounts is conditioned upon the Canadian Borrower’s satisfactory completion of any further performance under the agreement giving rise thereto), bill and hold invoices or retainage invoices, except as to bill and hold invoices, if the Administrative Agent shall have received an agreement in writing from the account debtor, in form and substance satisfactory to the Administrative Agent, confirming the unconditional obligation of the account debtor to take the goods related thereto and pay such invoice;
(f)
the account debtor with respect to such Accounts has not asserted a counterclaim, defense or dispute and is not owed or does not claim to be owed any amounts that may give rise to any right of setoff or recoupment against such Accounts (but the portion of the Accounts of such account debtor in excess of the amount at any time and from time to time owed by the Canadian Borrower or such Canadian Guarantor to such account debtor or claimed owed by such account debtor shall be deemed Canadian Eligible Accounts);
(g)
there are no facts, events or occurrences which would materially impair the validity, enforceability or collectability of such Accounts or reduce the amount payable or delay payment thereunder;
(h)
such Accounts are subject to the first priority, valid and perfected security interest of the Administrative Agent;
(i)
neither the account debtor nor any officer or employee of the account debtor with respect to such Accounts is an officer, employee, agent or other Affiliate of the Canadian Borrower;
(j)
the account debtors with respect to such Accounts is not a Governmental Authority, except to the extent the Accounts are assignable without consent or all necessary consents to assignment have been obtained;
(k)
there are no proceedings or actions which are threatened or pending against the account debtors with respect to such Accounts which might result in any material adverse change in any such account debtor’s financial condition (including, without limitation, any bankruptcy, dissolution, liquidation, reorganization or similar proceeding);
(l)
such Accounts are not owed by an account debtor who has Accounts unpaid more than the periods permitted in clause (b) of this definition which constitute more than fifty percent (50%) percent of the total Accounts of such account debtor; and
(m)
such Accounts are owed by account debtors deemed creditworthy at all times by Administrative Agent in good faith in its commercially reasonable discretion.
(n) Canadian Eligible Accounts: $________
V.
CANADIAN BORROWING BASE:
[(35% of II.1(g)) + (55% of III.1(g)) + (75% of IV.1(n))]
$________



772966025


Exhibit A
TO CANADIAN BORROWING BASE CERTIFICATE

[See attached full accounts receivable aging report.]



772966025


[Exhibit B
TO CANADIAN BORROWING BASE CERTIFICATE

[See attached Asset Pool Report.]]11
11 To be included upon the request of the Administrative Agent.

772966025


EXHIBIT J-1

FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group, Inc., a Delaware corporation (“PRA”), PRA Group Canada Inc., a Canadian corporation (the “Canadian Borrower”), a designated subsidiary of PRA from time to time party thereto (the “Designated Borrower”, and together with PRA and the Canadian Borrower, the “Borrowers”), the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer.
Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.
The undersigned has furnished the Administrative Agent and PRA with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform PRA and the Administrative Agent, and (2) the undersigned shall have at all times furnished PRA and the Administrative Agent with two copies of a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF LENDER]
By: _______________________    
Name: ________________________
Title: ________________________
Date: ________ __, 20[ ]
772966025


EXHIBIT J-2

FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group, Inc., a Delaware corporation (“PRA”), PRA Group Canada Inc., a Canadian corporation (the “Canadian Borrower”), a designated subsidiary of PRA from time to time party thereto (the “Designated Borrower”, and together with PRA and the Canadian Borrower, the “Borrowers”), the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer.
Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.
The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with two copies of a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF PARTICIPANT]
By: _______________________    
Name: ________________________
Title: ________________________
Date: ________ __, 20[ ]
772966025


EXHIBIT J-3

FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group, Inc., a Delaware corporation (“PRA”), PRA Group Canada Inc., a Canadian corporation (the “Canadian Borrower”), a designated subsidiary of PRA from time to time party thereto (the “Designated Borrower”, and together with PRA and the Canadian Borrower, the “Borrowers”), the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer.
Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with two copies of a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF PARTICIPANT]
By: _______________________    
Name: ________________________
Title: ________________________
Date: ________ __, 20[ ]

772966025


EXHIBIT J-4

FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group, Inc., a Delaware corporation (“PRA”), PRA Group Canada Inc., a Canadian corporation (the “Canadian Borrower”), a designated subsidiary of PRA from time to time party thereto (the “Designated Borrower”, and together with PRA and the Canadian Borrower, the “Borrowers”), the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer.
Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.
The undersigned has furnished the Administrative Agent and PRA with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform PRA and the Administrative Agent, and (2) the undersigned shall have at all times furnished PRA and the Administrative Agent with two copies of a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
772966025


[NAME OF LENDER]
By: _______________________    
Name: ________________________
Title: ________________________
Date: ________ __, 20[ ]


772966025


EXHIBIT K

FORM OF INCREMENTAL TERM LOAN LENDER JOINDER AGREEMENT

THIS INCREMENTAL TERM LOAN LENDER JOINDER AGREEMENT dated as of __________, 20__ (this “Agreement”) is by and among each of the Persons identified as “Incremental Term Loan Lenders” on the signature pages hereto (each, an “Incremental Term Loan Lender”), PRA Group, Inc., a Delaware corporation (“PRA”), the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

W I T N E S S E T H

WHEREAS, pursuant to that certain Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA, PRA Group Canada Inc., a Canadian corporation (the “Canadian Borrower”), a designated subsidiary of PRA from time to time party thereto (the “Designated Borrower”, and together with PRA and the Canadian Borrower, the “Borrowers”), the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer, the Lenders have agreed to provide PRA with the credit facilities provided for therein;

WHEREAS, pursuant to Section 2.02(f)(iv) of the Credit Agreement, PRA has requested that each Incremental Term Loan Lender provide a portion of the Incremental Term Loan under the Credit Agreement; and

WHEREAS, each Incremental Term Loan Lender has agreed to provide a portion of the Incremental Term Loan on the terms and conditions set forth herein and to become an “Incremental Term Loan Lender” under the Credit Agreement in connection therewith;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.    Each Incremental Term Loan Lender severally agrees to make its portion of the Incremental Term Loan in a single advance to PRA on the date hereof in the amount of its respective Incremental Term Loan Commitment; provided that, after giving effect to such advances, the Outstanding Amount of the Incremental Term Loan shall not exceed the aggregate amount of the Incremental Term Loan Commitments of the Incremental Term Loan Lenders. The Incremental Term Loan Commitment and Applicable Percentage for each of the Incremental Term Loan Lenders shall be as set forth on Schedule 2.01 attached hereto. The existing Schedule 2.01 to the Credit Agreement shall be deemed to be amended to include the information set forth on Schedule 2.01 attached hereto.

2.    The Applicable Rate with respect to the Incremental Term Loan shall be (a) [_______%], with respect to Term SOFR Loans, and (b) [_______%], with respect to Base Rate Loans.


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3.    The Incremental Term Loan Maturity Date shall be [            ].

4.    Subject to any adjustments as a result of prepayments after the date hereof made pursuant to Section 2.05, PRA shall repay to the Incremental Term Loan Lenders the principal amount of the Incremental Term Loan in quarterly installments on the dates set forth below:


Date
Principal
Amortization Payment
Incremental Term Loan Maturity Date

Outstanding Amount

5.    The Incremental Term Loan shall constitute a “Loan” for the purposes of the Loan Documents and shall have the same terms as the Term Loan, except as set forth in this Agreement or on any schedule hereto.

6.    Each Incremental Term Loan Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become an Incremental Term Loan Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as an Incremental Term Loan Lender thereunder and shall have the obligations of an Incremental Term Loan Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Incremental Term Loan Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as an Incremental Term Loan Lender.

7.    Each of the Administrative Agent, PRA, and the Guarantors agrees that, as of the date hereof, each Incremental Term Loan Lender shall (a) be a party to the Credit Agreement and the other Loan Documents, (b) be an “Incremental Term Loan Lender” for all purposes of the Credit Agreement and the other Loan Documents and (c) have the rights and obligations of an Incremental Term Loan Lender under the Credit Agreement and the other Loan Documents.

8.    The address of each Incremental Term Loan Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such Incremental Term Loan Lender to the Administrative Agent.

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9.    This Agreement may be executed in any number of counterparts and by the various parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one contract. Delivery of an executed counterpart of this Agreement by telecopier or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

10.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[remainder of page intentionally left blank]


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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by a duly authorized officer as of the date first above written.

INCREMENTAL TERM
LOAN LENDERS:                            

                By:                    
                Name:
                Title:

BORROWER:            PRA GROUP, INC.,
a Delaware corporation


By:                        
Name:    
Title:    

GUARANTORS:    PORTFOLIO RECOVERY ASSOCIATES, LLC,
    a Delaware limited liability company


By:                    
Name:
Title:

PRA HOLDING I, LLC,
a Virginia limited liability company


By:                    
Name:
Title:

PRA HOLDING II, LLC,
a Virginia limited liability company


By:                    
Name:
Title:

PRA HOLDING III, LLC,
a Virginia limited liability company


By:                    
Name:
Title:

772966025



PRA HOLDING IV, LLC,
a Virginia limited liability company


By:                    
Name:
Title:

PRA HOLDING V, LLC,
a Virginia limited liability company


By:                    
Name:
Title:

PRA HOLDING VI, LLC,
a Virginia limited liability company


By:                    
Name:
Title:

PRA HOLDING VII, LLC,
a Virginia limited liability company


By:                    
Name:
Title:

PRA FINANCIAL SERVICES, LLC,
a Virginia limited liability company

By:                    
Name:
Title:


PRA RECEIVABLES MANAGEMENT, LLC,
a Virginia limited liability company


By:                    
Name:
Title:

772966025



PRA AUTO FUNDING, LLC,
a Virginia limited liability company


By:                    
Name:
Title:

CLAIMS COMPENSATION BUREAU, LLC,
a Delaware limited liability company


By:                    
Name:
    Title:

Accepted and Agreed:

TRUIST BANK,
as Administrative Agent

By:                    
Name:
Title:



772966025


EXHIBIT L

FORM OF DESIGNATED BORROWER
JOINDER AGREEMENT

Date: ___________, _____

To:    Truist Bank, as Administrative Agent

Ladies and Gentlemen:

This Designated Borrower Joinder Agreement entered into pursuant to Section 2.02(f)(iii) of that certain Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group, Inc., a Delaware corporation (“PRA”), PRA Group Canada Inc., a Canadian corporation (the “Canadian Borrower”), the Designated Borrower from time to time party thereto, the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer, and reference is made thereto for full particulars of the matters described therein. All capitalized terms used in this Designated Borrower Joinder Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

WHEREAS, pursuant to Section 2.02(f)(iii) of the Credit Agreement, the Company has requested that ______________________ (the “Designated Borrower”) be added as Borrower under the Credit Agreement;

WHEREAS, PRA and the Designated Borrower have requested that each of the Lenders set forth on the signature pages hereto (the “Designated Borrower Revolving Lenders”) provide Designated Borrower Revolving Loans to the Designated Borrower under the Credit Agreement; and

WHEREAS, each Designated Borrower Revolving Lender has agreed to provide Designated Borrower Revolving Loans on the terms and conditions set forth herein and to become an “Designated Borrower Revolving Lender” under the Credit Agreement in connection therewith;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Each Designated Borrower Revolving Lender severally agrees to make Designated Borrower Revolving Loans to the Designated Borrower from time to time in an amount not to exceed its respective Designated Borrower Revolving Commitment; provided that, after giving effect after giving effect to any Borrowing of Designated Borrower Revolving Loans, (i) the Outstanding Amount of Designated Borrower Revolving Loans shall not exceed the Aggregate Designated Borrower Revolving Commitments, (ii) the Outstanding Amount of Designated Borrower Revolving Loans shall not exceed the borrowing base set forth on Schedule A hereto, and (iii) the Designated Borrower Revolving Loans of any Lender shall not exceed such Lender’s Designated Borrower Revolving Commitment. The Designated Borrower Revolving Commitment and Applicable Percentage for each of the Designated Borrower Revolving Lenders shall be as set forth on Schedule 2.01 attached hereto. The existing Schedule 2.01 to the Credit Agreement shall be deemed to be amended to include the information set forth on Schedule 2.01 attached hereto.

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2.    The Applicable Rate with respect to the Designated Borrower Revolving Loans shall be _________.

3.    The Maturity Date shall be as set forth in the Credit Agreement.

4.    The Designated Borrower Revolving Loans shall be subject to the additional terms set forth on Schedule B hereto.12

5.    The Designated Borrower Revolving Loans shall constitute “Loans” for the purposes of the Loan Documents and shall have the same terms as the Domestic Revolving Loans, except as set forth in this Agreement or on any schedule hereto.

6.    Each Designated Borrower Revolving Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become an Incremental Term Loan Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as an Designated Borrower Revolving Lender thereunder and shall have the obligations of an Designated Borrower Revolving Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Designated Borrower Revolving Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as an Designated Borrower Revolving Lender.

7.    Each of the Administrative Agent, PRA, and the Guarantors agrees that, as of the date hereof, each Designated Borrower Revolving Lender shall (a) be a party to the Credit Agreement and the other Loan Documents, (b) be an “Designated Borrower Revolving Lender” for all purposes of the Credit Agreement and the other Loan Documents and (c) have the rights and obligations of an Designated Borrower Revolving Lender under the Credit Agreement and the other Loan Documents.
12 Schedule B to include specific tax gross-up provisions (if the Designated Borrower is domiciled in the United Kingdom) and Representations and Warranties of the Designated Borrower to be negotiated upon closing of the Designated Borrower Joinder Agreement and acceptable to the Designated Borrower, PRA and the Designated Borrower Revolving Lenders.

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8.    The address of each Designated Borrower Revolving Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such Designated Borrower Revolving Lender to the Administrative Agent.

9.    Each of ______________________ (the “Designated Borrower”) and PRA hereby confirms, represents and warrants to the Administrative Agent and the Lenders that the Designated Borrower is a Subsidiary of PRA.

10    The documents required to be delivered to the Administrative Agent under Section 2.02(f)(iii) of the Credit Agreement have been furnished to the Administrative Agent in accordance with the requirements of the Credit Agreement.

11.    The true and correct unique identification number that has been issued to the Designated Borrower by its jurisdiction of organization and the name of such jurisdiction are set forth below:

Identification Number Jurisdiction of Organization

12.    The parties hereto hereby confirm that with effect from the date hereof, the Designated Borrower shall have obligations, duties and liabilities toward each of the other parties to the Credit Agreement identical to those which the Designated Borrower would have had if the Designated Borrower had been an original party to the Credit Agreement as a Borrower. Effective as of the date hereof, the Designated Borrower confirms its acceptance of, and consents to, all representations and warranties, covenants, and other terms and provisions of the Credit Agreement.

13.    This Agreement may be executed in any number of counterparts and by the various parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one contract. Delivery of an executed counterpart of this Agreement by telecopier or electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

14.    This Designated Borrower Joinder Agreement shall constitute a Loan Document under the Credit Agreement.

THIS DESIGNATED BORROWER JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by a duly authorized officer as of the date first above written.

[DESIGNATED BORROWER]


By:                      
Name:
Title:


PRA GROUP, INC., a Delaware corporation


By:                      
Name:
Title:


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DESIGNATED BORROWER
REVOLVING LENDERS:                        

                By:                    
                Name:
                Title:


Accepted and Agreed:

TRUIST BANK,
as Administrative Agent

By:                    
Name:
Title:


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Schedule 2.01

[To be provided.]


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Schedule A

Designated Borrower Borrowing Base

[To be provided.]

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Schedule B

Additional Terms for Designated Borrower Revolving Loans

[To be provided.]

772966025


Exhibit M

FORM OF NOTICE OF LOAN PREPAYMENT

Date: __________, 20__

To:    Truist Bank, as Administrative Agent

Re:    Second Amended and Restated Credit Agreement dated as of October 28, 2024 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group, Inc., a Delaware corporation (“PRA”), PRA Group Canada Inc., a Canadian corporation (the “Canadian Borrower”), a designated subsidiary of PRA from time to time party thereto (the “Designated Borrower”, and together with PRA and the Canadian Borrower, the “Borrowers”), the Guarantors, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent, Swing Line Lender and an L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

Ladies and Gentlemen:

The undersigned Borrower hereby notifies the Administrative Agent that on _____________13 pursuant to the terms of Section 2.05 (Prepayments) of the Credit Agreement, the undersigned Borrower intends to prepay/repay the following Loans as more specifically set forth below:
☐ Optional prepayment of [Domestic Revolving][Canadian Revolving][Designated Borrower Revolving][Term][Incremental Term] Loans in the following amount(s):
    
☐ [Term SOFR][Daily Compounded CORRA][Term CORRA] Loans: [$]    14
Applicable Interest Period:             
☐ Base Rate Loans: $            15
☐ Canadian Prime Rate Loans:             16

☐ Daily Simple SOFR Loans:             17
13     Specify date of such prepayment, which date may be conditioned upon the happening or occurrence of a specified event, the proceeds of which are intended to be used to prepay such outstanding Loans as permitted by Section 2.05 of the Credit Agreement. Notice of prepayment must be received by the Administrative Agent not later than 11:00 a.m. (1) two Business Days prior to the date of any prepayment of Term SOFR Loans denominated in Dollars, (2) three Business Days prior to the date of any prepayment of Daily Compounded CORRA Loans or Term CORRA Loans, and (3) on the date of any prepayment of Base Rate Loans, Daily Simple SOFR Loans or Canadian Prime Rate Loans.
14     Any prepayment of Term SOFR Loans, Daily Compounded CORRA Loans or Term CORRA Loans shall be in a minimum principal amount of $2,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof (or if less, the entire principal amount thereof outstanding).
15     Any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof (or if less, the entire principal amount thereof outstanding).
16     Any prepayment of Canadian Prime Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof (or if less, the entire principal amount thereof outstanding).
17     Any prepayment of Daily Simple SOFR Loans shall be in a principal amount of $2,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof (or if less, the entire principal amount thereof outstanding).

772966025



☐ Optional prepayment of Swingline Loans in the following amount:
$            18
Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
18     Any prepayment of Swingline Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or if less, the entire principal amount thereof outstanding).

772966025


[PRA GROUP, INC.
a Delaware corporation

By:                    
Name:
Title:]


[PRA GROUP CANADA INC.
a Canadian corporation

By:                    
Name:
Title:]

[[ ],
a [ ]

By:                    
Name:
Title:                                                                                                                    

770954218
EX-10.15 4 exhibit1015pragroup-eur730.htm EX-10.15 Document
EXECUTION VERSION
Exhibit 10.15
THIS AMENDMENT LETTER (the "Amendment Letter") is dated 28 October 2024 and in relation to a revolving credit facility agreement dated 23 November 2022 as later amended and or restated from time to time, last time pursuant to an amendment letter dated 25 March 2024 (the “March Amendment Letter”) between, inter alios, PRA Group Europe Holding S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg, having its registered office at 53, Boulevard Royal L-2449 Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés, Luxembourg) (“R.C.S.”) under number B183422 (the “Luxembourg Borrower”), and PRA Group Europe Holding S.à r.l., Luxembourg, Zug Branch as Borrowers, DNB Bank ASA, Nordea Bank Abp, filial i Norge and Swedbank AB (publ) as Lenders and certain other parties named therein, pursuant to which the Lenders have agreed to lend up to EUR 730,000,000 (as amended from time to time, the “Facility Agreement”).
This Amendment Letter shall incorporate and replace the March Amendment Letter as well as reflect the other amendments agreed between the parties and set out herein.
WHEREAS
(A)The parties under the March Amendment Letter agreed certain amendments to the Facility Agreement including, but not limited to, allowing for beneficial ownership of Approved Loan Portfolios in the Austrian Market and introducing a pro forma test of the ERC Ratio which will allow the Obligors to acquire significant Loan Portfolios, include the ERC of such Loan Portfolios when requesting a Utilisation, subject to certain conditions being satisfied (the “March Amendments”).
(B)The Borrowers have proposed certain amendments to the Facility Agreement to amend certain financial undertakings (the “New Amendments”).
(C)Subject to the terms and conditions set out in this Amendment Letter, the Agent and the Lenders have agreed to the below amendment of terms to be made to the Facility Agreement, reflecting the New Amendments and the March Amendments.
(D)The Borrowers are entering into this Amendment Letter on behalf of themselves and also as Obligor’s Agent (in accordance with Clause 2.5 (Obligor’s Agent) of the Facility Agreement) on behalf of the other Obligors. PRA Group Deutschland GmbH is also executing this Amendment Letter in order to document its agreement to the amendments contained herein.
(E)This Amendment Letter shall constitute a Finance Document.
IT IS AGREED as follows:
1.DEFINITIONS AND INTERPRETATION
Unless the context otherwise requires or unless otherwise defined herein, a term defined in the Facility Agreement has the same meaning when used in this Amendment Letter.
2.MARCH AMENDMENTS
2.1Clause 1 (Definitions and Interpretation)
The following amendments shall be made to Clause 1 (Definitions and Interpretation):
2.1.1A new definition of ERC Ratio Pro Forma Test shall be added as follows: “ERC Ratio Pro Forma Test” means the percentage of GIBD to the ERC, where the ERC shall include the ERC of any Planned Acquired Loan Portfolio.


EXECUTION VERSION
2.1.2A new definition of Planned Acquired Loan Portfolio shall be added as follows:
“Planned Acquired Loan Portfolio” means a Loan Portfolio which (i) is contemplated by a Group Company to be acquired, (ii) will satisfy the conditions of an Approved Loan Portfolio when acquired and (iii) the Borrowers have notified the Agent of the planned acquisition of and confirmed satisfaction of alternative (ii) above, at least five (5) Business Days prior of such planned acquisition.
2.1.3The definition of “Borrowing Base” shall be replaced by the following definition:
“Borrowing Base” means the amount, calculated in the Original Base Currency, which when included in GIBD would either (i) result in the ERC Ratio being equal to 45% or (ii) subject to the terms in Clause 14.2.19 (Calculation of the Borrowing Base) being satisfied, result in the ERC Ratio Pro Forma Test being equal to 45%.
2.2Clause 14.2 (Positive Undertakings)
2.2.1A new item (v) shall be added to Clause 14.2.15 (Ownership of Loan Portfolio) paragraph (b) with the following wording:
(i)Approved Loan Portfolios where the beneficial owner is PRA Group Österreich Portfolio GmbH and the legal ownership of such Loan Portfolio is with an Austrian financial institution, provided that:
(A)PRA Group Österreich Portfolio GmbH, when becoming the beneficial owner of such Approved Loan Portfolio, is entitled to segregate (aussondern) the assets beneficially owned from the assets of the seller holding legal title of such Approved Loan Portfolio, in an insolvency of the seller; and
(B)the aggregate ERC of such Approved Loan Portfolios, multiplied by forty-five per cent. (45%), is not larger than ten (10) per cent. of the Total Commitments.
2.2.2A new Clause 14.2.19 shall be added to Clause 14.2 (Positive Undertakings) with the following wording:
14.2.19 (Calculation of the Borrowing Base)
(a)The Borrowers undertake to calculate the Borrowing Base in accordance with alternative (i) of the definition of “Borrowing Base”.
(b)Without prejudice to paragraph (a) above, the Borrowers may in connection with a Utilisation which will be utilised in whole to acquire a Planned Acquired Loan Portfolio, calculate the Borrowing Base, in the relevant Drawdown Notice, in accordance with alternative (ii) of the definition of “Borrowing Base”. The Borrowers shall notify the Agent five (5) Business Days before making such calculation, informing the Agent that the Borrowers wish to utilize alternative (ii) of the definition of “Borrowing Base”.




EXECUTION VERSION
2.2.3A New clause 14.2.20 shall be added to Clause 14.2 (Positive Undertakings) with the following wording:
14.2.20 (No Reclaim)
The Borrowers undertake to procure that any Loan Portfolio beneficially owned by PRA Group Österrreich Portfolio GmbH, cannot be reclaimed by the entity holding legal ownership over such Loan Portfolio, without PRA Group Österrreich Portfolio GmbH receiving the acquisition amount for such Loan Portfolio (deducted by any amount already collected from such Loan Portfolio);
3.NEW AMENDMENTS
3.1Clause 14.4 (Financial Undertakings)
3.1.1Clause 14.4.4 (Senior Secured Leverage Ratio) shall be amended and read as follows:
“The Consolidated Senior Secured Leverage Ratio shall not exceed 2.5:1.”
3.1.2Clause 14.4.6 (Positive Income) shall be removed and replaced by a new Clause 14.4.6 (Consolidated Fixed Charge Coverage Ratio) which shall read as follows:
“The Consolidated Fixed Charge Coverage Ratio shall not be less than 2.00 to 1.00 as of the end of any fiscal quarter.”
    All references to Clause 14.4.6 (Positive Income) shall be amended to refer to Clause 14.6 (Consolidated Fixed Charge Coverage Ratio).
3.2Schedule 11 (Form of Compliance Certificate – Parent Covenants)
3.2.1Section 3 (Positive Income) of Schedule 11 (Form of Compliance Certificate – Parent Covenants) shall be removed and replaced by a new Section 3 (Consolidated Fixed Charge Coverage Ratio) which shall read as follows:
“The Consolidated Fixed Charge Coverage Ratio is [•] (and the requirement under Clause 14.4.6 (Consolidated Fixed Charge Coverage Ratio) is that the Consolidated Fixed Charge Coverage Ratio shall not be less than 2.00 to 1.00 as at the end of any fiscal quarter.”
3.3Schedule 17 (US Definitions)
3.3.1Schedule 17 (US Definitions) shall be removed and replaced by a new Schedule 17 in the form set out in Schedule 1 hereto.
4.CONDITIONS FOR EFFECTIVENESS:
The amendments set out herein shall be conditional upon satisfaction of the conditions set out below, in form and substance satisfactory to the Agent, and shall become effective on the date of the Agent giving written confirmation of such satisfaction:
(a)a confirmation agreement in respect of the Luxembourg law governed share pledge agreement dated 23 November 2022, governed by the laws of the Grand Duchy of Luxembourg (the “Lux Confirmation Agreement”);




EXECUTION VERSION
(b)the certificate of incorporation/registration (and any related certificate of incorporation on change of name and certificate of good standing) (or equivalent) of the Borrowers and the and the Luxembourg Pledgor (as defined below), including, but not limited to, in relation to the Luxembourg Borrower and the Luxembourg Pledgor (as defined below) (A) an excerpt (extrait) from the R.C.S. dated as of the date of this Amendment Letter, (B) a certificate of non-registration of a judicial decision or administrative dissolution without liquidation (certificat de non-inscription d'une décision judiciaire ou de dissolution administrative sans liquidation) from the R.C.S. dated as of the date of this Amendment Letter and (C) a domiciliation certificate confirming that all legal requirements of the Luxembourg Domiciliation Law have been complied with by the Luxembourg Borrower and the Luxembourg Pledgor;
(c)to the extent not already provided to the Agent in connection with the Facility Agreement, the latest available versions of the constitutional (or similar) documents of the Borrowers, including, but not limited to, the articles of association and by-laws;
(d)the minutes of a meeting (or as appropriate, a copy of a resolution) of the board of directors, managers, or as applicable, the branch manager of (i) the Borrowers on behalf of themselves and, where applicable, also as Obligor’s Agent on behalf of the other Obligors; (ii) the and the Luxembourg Pledgor (as defined below); (iii) PRA Group Europe Portfolio AS, Oslo, Zweigniederlassung Zug; and (iv) PRA Group Switzerland Portfolio AG:
(i)approving and authorising the execution, delivery and performance of this Amendment Letter and, as applicable, the Lux Confirmation Agreement, on the terms and conditions herein;
(ii)showing that the relevant board meeting had appropriate quorum, that due consideration was given by all the relevant directors present of the relevant company’s obligations and liabilities arising under those documents and that all declarations of interests required in connection with the Amendment Letter were made; and
(iii)authorising any person whose name is set out in those minutes to sign or otherwise attest the execution of those documents and any other documents to be executed or delivered pursuant to those documents or, as the case may be, appointing any person or persons to sign or otherwise attest the due execution of the Amendment Letter by way of power of attorney together with a certified copy of such power of attorney;
(e)a copy of the resolution of the shareholder of PRA Group Switzerland Portfolio AG approving and authorising the execution, delivery and performance of this Amendment Letter on the terms and conditions herein;
(f)a legal opinion from Arendt & Medernach in respect of Luxembourg law issues; and
(g)any other document (including, but not limited to, an up-to-date version of any of the documents listed under Schedule 3 (Conditions Precedent) of the Facility Agreement) reasonably requested by the Agent.




EXECUTION VERSION
5.CONTINUING OBLIGATIONS
(a)Except as expressly modified by this Amendment Letter, all terms and provisions of the Finance Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects by the Parties as if they were set out herein and the Parties acknowledge and agree that nothing in this Amendment Letter shall constitute a novation of the Obligors’ obligations under the Facility Agreement. All references in the Facility Agreement to “this Agreement”, “hereof”, “hereby”, “hereto”, or otherwise to the Facility Agreement in any Finance Document (including any Security Document) and the like shall, mean the Facility Agreement as hereby amended.
(b)The Borrowers, on behalf of themselves and each Obligor, and PRA Group Deutschland GmbH confirm that any security or guarantee created or given by them under any Finance Document will continue in full force and effect, subject to the amendments contemplated by this Amendment Letter and shall continue to secure the obligations of the Obligors under the Facility Agreement. For the avoidance of doubt, and to document the existing understanding of the Parties, this Amendment Letter shall not constitute an amendment to any existing security or guarantee created or given under any Finance Document.
(c)Without prejudice of the Lux Confirmation Agreement, the Borrowers, on behalf of themselves and each Obligor, confirm that any security or guarantee created or given by them under any Finance Document will continue in full force and effect, subject to the amendments contemplated by this Amendment Letter and shall continue to secure the obligations of the Obligors under the Facility Agreement.
6.GOVERNING LAW
(a)Subject to paragraph (b) below, this Amendment Letter shall be governed by Norwegian law. The Borrowers hereby irrevocably submit to the non-exclusive jurisdiction of the Norwegian courts, the venue to be Oslo Tingrett.
(b)Notwithstanding paragraph (a) above, the security confirmations in Clause 4 (Continuing Obligations) of this Amendment Letter, insofar as they relate to the Swiss law governed share pledge agreement dated November 23, 2022 among PRA Group Europe Portfolio AS, Oslo, Zweigniederlassung Zug as Pledgor, DNB Bank ASA as Security Agent and the Secured Parties (the “Swiss Share Pledge Agreement”), and any non-contractual obligations arising out of or in connection therewith are governed by, and construed in accordance with, the laws of Switzerland (without regard to conflict of law rules). All disputes arising out of or in connection with Clause 4 (Continuing Obligations), insofar as they relate to the Swiss Share Pledge Agreement, shall be subject to the exclusive jurisdiction of the courts of Zurich, Canton of Zurich, Switzerland, without prejudice to the rights of the Agent and the Secured Parties (as defined in the Swiss Share Pledge Agreement) to take legal action in respect of the Swiss Share Pledge Agreement before any other court of competent jurisdiction.

* * *



EXECUTION VERSION
SIGNATORIES:

The Borrower (on behalf of itself and the Obligors):




PRA Group Europe Holding S.à r.l


By: /s/ Tom-André Westbø Hansen

Name: Tom-André Westbø Hansen

Title: Manager


The Borrower (on behalf of itself and the Obligors):
PRA Group Europe Holding S.à r.l., Luxembourg, Zug Branch
By: /s/ Tom-André Westbø Hansen    
Name: Tom-André Westbø Hansen
Title: Authorised Signatory



As Guarantor:

PRA Group Deutschland GmbH


By: /s/ Godfrey Mbawala

Name: Godfrey Mbawala
Title: Managing Director (Geschäftsführer)


As Luxembourg Pledgor:

PRA Group Europe Holding I S.à.r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg, having its registered office at 53, Boulevard Royal L-2449 Luxembourg and registered with the R.C.S.” under number B185154 (the “Luxembourg Pledgor”)

By: /s/ Tom-André Westbø Hansen
Name: Tom-André Westbø Hansen
Title: Manager







EXECUTION VERSION

As Facility Agent, Security Agent and Lender:



DNB Bank ASA


By: /s/ Steinar Engelstad /s/ Sverre Woldsund

Name: Steinar Engelstad Sverre Woldsund

Title: SVP Client Manager



As Lender:



Swedbank AB (publ)


By: /s/ Thomas Hojem

Name: Thomas Hojem
Title: ifig. fullmakt

As Lender:

Nordea Bank Abp, filial i Norge

By: /s/ Mikkel Andreas Vogt /s/ Ingrid Graff Kvalen

Name: Mikkel Andreas Vogt Ingrid Graff Kvalen
Title: Managing Director Associate Director













[signature page - PRA Group Amendment Letter 2024 - Lender]

EXECUTION VERSION
SCHEDULE 1
NEW SCHEDULE 17

SCHEDULE 17
US Definitions
“Acquisition”
by any person, means the acquisition by such person, in a single transaction or in a series of related transactions, of all or any substantial portion of the property of another person or at least a majority of the voting stock of another person, in each case whether or not involving a merger or consolidation with such other person and whether for cash, property, services, assumption of indebtedness, securities or otherwise. For the avoidance of doubt, purchases of debt portfolios in the ordinary course of business shall not be considered Acquisitions.
“Administrative Agent”
means Truist Bank (or any of its designated branch offices or affiliates) in its capacity as administrative agent under any loan documents pursuant to which PRA Group, Inc is the borrower, or any successor administrative agent.
“Affiliate”
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
“Attributable Indebtedness”
means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease and (c) in respect of any Securitization Transaction of any Person, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Agent in its reasonable judgment.
“Capital Lease”
means, as applied to any Person, any lease of any property by that Person as lessee which, in accordance with GAAP, is required to be accounted for as a capital lease on the balance sheet of that Person; provided, that the subsequent adoption, issuance or effectiveness of any accounting standards after the closing date will not cause any lease that was not or would not have been a Capital Lease on the closing date to be deemed a Capital Lease. For the avoidance of doubt, “Capital Leases” shall not include operating leases or any agreements requiring the payment of rent or other similar provisions (whether entered into prior to or after the closing date) if such lease was or would have been an operating lease on the closing date.


EXECUTION VERSION
“Consolidated EBITDA”
means, for any period, for PRA Group, Inc. and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus the following, without duplication, to the extent deducted in calculating such Consolidated Net Income: (a) Consolidated Interest Charges for such period, (b) the provision for federal, state, local and foreign income taxes payable by PRA Group, Inc. and its Subsidiaries for such period, (c) depreciation and amortization expense, (d) Recoveries Applied to Negative Allowance, net of changes in expected recoveries, (e) fees, costs and expenses incurred in respect of the Facility Agreement or in connection with any disposition, incurrence of Consolidated Funded Indebtedness, Acquisition (including amounts paid in connection with such Acquisition for retention of one or more individuals comprising part of a management team retained to manage the acquired business; provided that such payments are made in connection with such Acquisition and are consistent with the customary practice in the industry at the time of such Acquisition), investment or offering of Equity Interests, in each case as permitted under the loan documents, (f) all other non-cash charges for such period, to the extent such charges do not represent a cash charge in such period or any future period, all as determined in accordance with GAAP and (g) indemnification payments received from a Person which is not an Affiliate of any Obligor under any acquisition agreement entered into by such Person which reimburse expenses of an Obligor, to the extent such expenses were deducted in computing Consolidated Net Income.
“Consolidated Fixed Charge Coverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) the sum of (x) scheduled principal payments made on Consolidated Funded Indebtedness during such period plus (y) Consolidated Interest Charges, in each case measured for the period of the four fiscal quarters most recently ended.
“Consolidated Funded Indebtedness”
means Funded Indebtedness of PRA Group, Inc. and its Subsidiaries on a consolidated basis determined in accordance with GAAP.
“Consolidated Interest Charges”
means, for any period, for PRA Group, Inc. and its Subsidiaries on a consolidated basis, an amount equal to the sum of (i) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, less interest income for such period, plus (ii) the portion of rent expense with respect to such period under Capital Leases that is treated as interest in accordance with GAAP plus (iii) the implied interest component of Synthetic Leases with respect to such period plus (iv) losses on hedging obligations or other derivative instruments (including Swap Contracts) entered into for the purposes of hedging interest rate risk.
“Consolidated Net Income”
means, for any period, for PRA Group, Inc. and its Subsidiaries on a consolidated basis, the net income of PRA Group, Inc. and its Subsidiaries (excluding (i) extraordinary gains or losses, (ii) the effects of discontinued operations and (iii) adjustment for net income attributable to noncontrolling interests) for that period, as determined in accordance with GAAP.


EXECUTION VERSION
“Consolidated Senior Secured Indebtedness”
means, as of any date of determination, all Consolidated Funded Indebtedness that, as of such date, is secured by any Lien on any asset or property of PRA Group, Inc. or any of its Subsidiaries.
“Consolidated Senior Secured Leverage Ratio”
means, as of any date of determination, the ratio of (a) (i) Consolidated Senior Secured Indebtedness as of such date less (ii) Qualified Cash as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.
“Consolidated Total Leverage Ratio”
means, as of any date of determination, the ratio of (a) (i) Consolidated Funded Indebtedness as of such date less (ii) Qualified Cash as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.
“Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
“Funded Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
a.the outstanding principal amount of all obligations for borrowed money, whether current or long-term (including the Obligations) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
b.all purchase money Indebtedness;
c.principal portion of all obligations under conditional sale or other title retention agreements relating to property purchased by PRA Group, Inc. or any Subsidiary (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);
d.all obligations arising under unreimbursed draws under letters of credit (including standby and commercial), bank guaranties, surety bonds and similar instruments;
e.all obligations in respect of the deferred purchase price of property or services (other than (x) trade accounts payable in the ordinary course of business and (y) such obligations incurred under ERISA) (for the avoidance of doubt, such deferred purchase price of property or services shall not include accrued bonuses or other compensation) including any (I) obligations in respect of earnouts, solely to the extent then due and payable and (II) obligations in respect of seller financing (but excluding any cash holdback retained in lieu of an escrow deposit in connection with a permitted Acquisition, as long as such holdback is paid, settled or otherwise released within 24 months of the consummation o the associated permitted Acquisition;
f.the Attributable Indebtedness of Capital Leases, Securitization Transactions and Synthetic Leases;
g.all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment on or prior to the 90th day following the Termination Date in respect of any Equity Interests in such Person or any other Person (other than customary put rights or redemption obligations arising as a result of a change of control), valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;
h.all Funded Indebtedness of others secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; provided that the amount of Funded Indebtedness with respect to such Person who has given such Lien under this clause (h) shall be deemed to be the lesser of the amount of such Indebtedness that is so secured and the fair market value of such property;
i.all guarantees with respect to Funded Indebtedness of the types specified in clauses (a) through (h) above of another Person; and
j.all Funded Indebtedness of the types referred to in clauses (a) through (i) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, except to the extent that Funded Indebtedness is expressly made non-recourse (or such Person is not otherwise liable for such Funded Indebtedness) to such Person.
For purposes hereof, the amount of any direct obligation arising under letters of credit (including standby and commercial), bank guaranties, surety bonds and similar instruments shall be the maximum amount available to be drawn thereunder. For the avoidance of doubt, “Funded Indebtedness” shall not include any deferred tax liabilities or Swap Contracts.


EXECUTION VERSION
“Income from Operations”
means, “income from operations” as it appears on PRA Group, Inc.’s financial statements as filed with the SEC, excluding any one-time, non-recurring charges or unusual charges that are presented in accordance with GAAP in the operating income calculation appearing on PRA Group, Inc.’s financial statements as filed with the SEC.
“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a) all Funded Indebtedness;
(b) the Swap Termination Value of any Swap Contract;
(c) all guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) and (b) above of any other Person; and
(d) all Indebtedness of the types referred to in clauses (a) through (c) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which PRA Group, Inc. or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to PRA Group, Inc. or such Subsidiary or PRA Group, Inc. or such Subsidiary is not otherwise liable for such Indebtedness
For purposes of this definition, the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness. For the avoidance of doubt, Indebtedness shall not include (a) deferred or prepaid revenue or (b) permitted bond hedge transactions or permitted warrant transactions.
“Lien”
means any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), charge, assignment by way of security or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing) except for licenses of IP rights owned by any loan party which are granted in the ordinary course of business


EXECUTION VERSION
“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any loan party arising under any loan document or otherwise with respect to any loan (including erroneous payment subrogation rights), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including, without limitation, (i) obligations which, but for the automatic stay under section 362(a) of the US Bankruptcy Code, would become due and (ii) interest and fees that accrue after the commencement by or against any loan party or any affiliate thereof of any proceeding under any debtor relief laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.
“Person”
meaning as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan.
“Qualified Cash”
means, at any time of determination, the aggregate balance sheet amount of unrestricted cash and, to the extent readily monetized, cash equivalents included in the consolidated balance sheet of PRA Group, Inc. and its Subsidiaries as of such time that (i) is free and clear of all Liens other than Liens in favor of the Administrative Agent and non-consensual permitted Liens, (ii) may be applied to payment of the Obligations under the Loan Documents without violating any law, contract or other agreement, (iii) is on deposit with one or more financial institutions in the United States or Canada and (iv) maintained in an account with the Administrative Agent or subject to a deposit account control agreement, in form and substance reasonably acceptable to Administrative Agent, in favor of Administrative Agent.
“Recoveries Applied to Negative Allowance”
means the measurement of recoveries minus portfolio income in accordance with ASC 326 and pursuant to GAAP.

“Securitization Transaction”
means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person.
“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references in this section (Financial Covenant Definitions) to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of PRA Group, Inc.


EXECUTION VERSION
“Swap Contracts”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
“Swap Termination Contract”
means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any affiliate of a Lender), in each case, only to the extent representing an obligation of the obligor thereunder.
“Synthetic Lease”
means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on a balance sheet under GAAP. For the avoidance of doubt, “Synthetic Leases” shall not include operating leases.
“Voting Stock”
means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.




EX-10.16 5 exhibit1016mufg_pra-deedof.htm EX-10.16 Document

Exhibit 10.16
Dated         30 October            2024
(1)    PRA GROUP EUROPE HOLDING I S.À R.L., as Borrower
(2)    THE ENTITIES LISTED IN SCHEDULE 1, PART 1 as Guarantors
(3)    THE ENTITIES LISTED IN SCHEDULE 1, PART 2 as Security Obligors
(4)    THE ENTITIES LISTED IN SCHEDULE 1, PART 3 as Lenders
(5)    MUFG BANK, LTD., LONDON BRANCH as Administrative Agent
DEED OF AMENDMENT AND RESTATEMENT
relating to
a facility agreement originally dated 1 April 2022 and as amended on 21 December 2023

image_0.jpg
LONDON
960851147.7





1.    Definitions and interpretation    1
2.    Effective Date    2
3.    Amendment and restatement    2
4.    Confirmations    2
5.    Relationship with other Loan Documents    4
6.    Miscellaneous    4
7.    Law and jurisdiction    4

Schedules
1.    Gurantors, Security Obligors and Lenders    6
Part 1    Guarantors    6
Part 2    Security Obligors    7
Part 3    Lenders    8
2.    Conditions Precedent    9
3.    The Amended and Restated Agreement    11


960851147.7
ii




THIS DEED OF AMENDMENT AND RESTATEMENT is dated              and made between:
(1)    PRA GROUP EUROPE HOLDING I S.À R.L., a private limited liability company (société à responsabilité lmitée) incorporated and existing under the laws of the Grand Dutch of Luxembourg whose registered office is at 53, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) (the "RCS") (the "Borrower");
(2)    THE PERSONS LISTED IN SCHEDULE 1, PART 1 (Guarantors) (the "Guarantors");
(3)    THE PERSONS LISTED IN SCHEDULE 1, PART 2 (Security Obligors) (the "Security Obligors");
(4)    THE PERSONS LISTED IN SCHEDULE 1, PART 3 (Lenders) (the "Lenders"); and
(5)    MUFG BANK, LTD., LONDON BRANCH as administrative agent of the other Finance Parties (the "Administrative Agent").
BACKGROUND:
(A)    The Borrower and the Administrative Agent, amongst others, entered into a facility agreement dated 1 April 2022 (as amended and/or amended and restated from time to time up to the date of this Deed, the "Agreement").
(B)    This Deed:
(a)    puts into effect, by way of amendment and restatement, certain amendments to the Agreement, which have been agreed between the Borrower and the Administrative Agent (on behalf of the Finance Parties);
(b)    contains confirmations in relation to guarantees given by the Guarantors;
(c)    contains confirmations in relation to security interests granted by the Security Obligors; and
(d)    deals with related matters.
THIS DEED WITNESSES that:
1.    DEFINITIONS AND INTERPRETATION
1.1    Definitions
In this Deed:
"Agreement" has the meaning given to it in Recital (A).
1
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"Amended and Restated Agreement" means the Agreement in the form attached as Schedule 3 (The Amended and Restated Agreement), reflecting the amendment and restatement of the Agreement effected or proposed to be effected pursuant to this Deed.
"Effective Date" has the meaning given to it in Clause 2 (Effective Date).
"New Loan Documents" means this Deed and any other Loan Document entered into, or to be entered into, on or about the date of this Deed or otherwise in connection with the transactions contemplated by this Deed (including the amendment and restatement of the Agreement) and "New Loan Document" means any of them.
"Parties" means the parties to this Deed.
"PRA Party" means the Borrower, the Guarantors and the Security Obligors.
1.2    Terms defined in the Amended and Restated Agreement
Terms defined in the Amended and Restated Agreement but not in this Deed shall have the same meaning in this Deed as in the Amended and Restated Agreement.
1.3    Construction
Section 1.02 (Other Interpretative Provisions) of the Amended and Restated Agreement shall apply as if set out in full again here, with such changes as are appropriate to fit this context.
2.    EFFECTIVE DATE
The provisions of this Deed expressed to take effect from the Effective Date shall not come into effect until the date on which the Administrative Agent confirms that it has received all of the documents and other items listed in Schedule 2 (Conditions precedent) in form and substance satisfactory to it (the "Effective Date"). The Administrative Agent shall notify the other Parties promptly upon being so satisfied.
3.    AMENDMENT AND RESTATEMENT
With effect from (and including) the Effective Date, the Agreement shall be amended and restated to read and be construed for all purposes as set out in Schedule 3 (The Amended and Restated Agreement).
4.    CONFIRMATIONS
4.1    Guarantee confirmations
Each of the Guarantors:
(a)    consents to the amendment and restatement of the Agreement effected by Clause 3 (Amendment and restatement);
(b)    confirms for the benefit of the Finance Parties that:
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(i)    its obligations as a Guarantor under Article 4 (Guaranty) of the Agreement (the "Guaranteed Obligations") are not discharged or (except as set out in Clause 4.1(b)(ii)) otherwise affected by those amendments or the other provisions of this Deed and shall accordingly continue in full force and effect; and
(ii)    the Guaranteed Obligations shall after the Effective Date extend to the obligations of each Loan Party under the Amended and Restated Agreement and under any other Loan Documents, including the New Loan Documents; and
(c)    as an independent obligation, undertakes to each Finance Party to be bound by Article 4 (Guaranty) of the Amended and Restated Agreement as if it had been set out in full again here with such changes as are appropriate to fit this context, for the avoidance of doubt with references to the Loan Documents including the Amended and Restated Agreement and any New Loan Documents.
4.2    Security Interest confirmations
Each of the Security Obligors:
(a)    consents to the amendment and restatement of the Agreement effected by Clause 3 (Amendment and restatement); and
(b)    confirms to the Security Agent for the benefit of the Secured Parties (as defined in the Collateral Documents) that:
(i)    its obligations under, and the Liens granted by it in and pursuant to, the Collateral Documents are not discharged or (except as set out in Clause 4.2(b)(ii)) otherwise affected by those amendments or the other provisions of this Deed and shall accordingly remain in full force and effect; and
(ii)    the Secured Obligations (as defined in the Collateral Documents), including for the purposes of the Collateral Documents, shall after the Effective Date extend to, and shall secure, the obligations of each Loan Party under and in accordance with the terms of the Amended and Restated Agreement and under any other Loan Documents, including the New Loan Documents.
4.3    Further assurance
Each Guarantor and each Security Obligor shall at the request of the Administrative Agent and at its own expense promptly execute (in such form as the Administrative Agent may reasonably require) any document and do any act or thing which the Administrative Agent considers necessary or appropriate to preserve, perfect, protect or give effect to the confirmations and undertakings provided for in this Clause 4.
3
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5.    RELATIONSHIP WITH OTHER LOAN DOCUMENTS
5.1    Status
This Deed is designated by the Administrative Agent and the Borrower as a Loan Document.
5.2    Continuing effect
Except to the extent of the amendments effected by Clause 3 (Amendment and restatement), the Agreement shall continue in full force and effect.
6.    MISCELLANEOUS
The provisions of Sections 11.02 (Notices and other Communications; Facsimile Copies), 11.03 (No Waiver; Cumulative Remedies; Enforcement), 11.10 (Counterparts; Integrations; Effectiveness) and 11.12 (Severability), of the Amended and Restated Agreement shall apply to this Deed as if set out in full again here, with such changes as are appropriate to fit this context.
7.    LAW AND JURISDICTION
7.1    Governing law
(a)    Subject to paragraph (b), this Deed and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.
(b)    Clauses 4.1(b) and 4.2(b) (Confirmations) and any non-contractual obligations arising out of or in connection with it, insofar as they relate to any Luxembourg law governed Loan Document and Security Interest, shall be governed by Luxembourg law.
7.2    Jurisdiction
(a)    The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute relating to the existence, validity or termination of this Deed or any non-contractual obligation arising out of or in connection with this Deed) (a "Dispute").
(b)    Subject to paragraph (c), the Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.
(c)    The Parties agree that any Dispute arising in connection with Clauses 4.1(b) and 4.2(b) (Confirmations), insofar as they relate to any Luxembourg law governed Loan Document or Security Interest, shall be submitted to the courts of the district of Luxembourg-city.
4
960851147.7



EXECUTION:
The Parties have shown their acceptance of the terms of this Deed by executing it at the end of the Schedules.

5
960851147.7



SCHEDULE 1
GUARANTORS, SECURITY OBLIGORS AND LENDERS
Part 1
Guarantors

Name of Guarantor Registration number (or equivalent), jurisdiction of incorporation and registered office (or equivalent)
PRA Group, Inc.
140 Corporate Boulevard, 23502 Norfolk, Virginia, United States of America
Registration number: 4142598
United States of America
PRA Group (UK) Limited
Level 11 Riverside House, 2a Southwark Bridge Road, London, England, SE1 9HA
Company number: 04267803
England & Wales
PRA Group UK Portfolios Ltd
Level 11 Riverside House, 2a Southwark Bridge Road, London, United Kingdom, SE1 9HA
Company number: 15236812
England & Wales



6
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Part 2
Security Obligors
Name of Security Obligor Registration number (or equivalent), jurisdiction of incorporation and registered office (or equivalent)
PRA Group Europe Holding I S.à r.l.
53, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg
RCS number: B 185.154
Grand Duchy of Luxembourg
PRA Group (UK) Limited
Level 11 Riverside House, 2a Southwark Bridge Road, London, England, SE1 9HA
Company number: 04267803
England & Wales
PRA Group UK Portfolios Ltd
Level 11 Riverside House, 2a Southwark Bridge Road, London, United Kingdom, SE1 9HA
Company number: 15236812
England & Wales
PRA Group Europe Holding II S.à r.l.
53, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg
RCS number: B 185.155
Grand Duchy of Luxembourg
PRA Group Europe Holding S.à r.l.
53, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg
RCS number: B 183.422
Grand Duchy of Luxembourg


7
960851147.7



Part 3
Lenders
Name of Lender
MUFG Bank (Europe) N.V.
ING Capital LLC
Truist Bank
Citizens Bank, N.A.
Nordea Bank Abp, fillial i Norge
DNB Bank ASA
Lloyds Bank plc
Fifth Third Bank, National Association


8
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SCHEDULE 2
CONDITIONS PRECEDENT
Authorisations and legal opinions
1.    A certificate of a manager (gérant), director, secretary or assistant secretary of each Loan Party, PRA Group Europe Holding S.à r.l. and PRA Group Europe Holding II S.à r.l. attaching:
(a)    copies of the Organization Documents of each Loan Party, PRA Group Europe Holding S.à r.l. and PRA Group Europe Holding II S.à r.l. (certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization (where applicable));
(b)    copies of such certificates or resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party, PRA Group Europe Holding S.à r.l. and PRA Group Europe Holding II S.à r.l. as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Deed and the other New Loan Documents to which such Loan Party is a party; and
(c)    copies of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party, PRA Group Europe Holding S.à r.l. and PRA Group Europe Holding II S.à r.l. is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction or state (as applicable) of organization, formation or incorporation; in respect of a Loan Party incorporated in Luxembourg: (1) an extract (extrait) from the Luxembourg Companies Register dated not earlier than two (2) Business Days prior to the date of this Deed, certified by an authorized signatory of the relevant Loan Party, and (2) a certificate of absence of a judicial decision or an administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation) from the Luxembourg Insolvency Register (Registre d'Insolvabilité – Reginsol) held and maintained with the Luxembourg Companies Register in respect of the relevant Loan Party and dated not earlier than two (2) Business Days prior to the date of this Deed, stating that no judicial decision has been registered with the Luxembourg Companies Register by application of article 13, items 4 to 12, 16 and 17 and article 1 of the Luxembourg law dated 19 December 2002 relating to the register of commerce and companies, as amended, certified by an authorized signatory of the relevant Loan Party.
2.    A specimen of the signature of each person authorised by the resolution referred to in Paragraph 2.
3.    A certificate of a director of each PRA Party that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Deed.
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4.    A certificate of a director of each PRA Party that the borrowing or guaranteeing or securing, as appropriate, the Obligations would not cause any borrowing, guarantee, security or similar limit binding on the PRA Party to be exceeded.
5.    Opinions of legal counsel to (i) the Credit Parties, in relation to a legal opinion in relation to matters of English law (ii) the Credit Parties in relation to a Luxembourg law enforceability legal opinion, (iii) the Loan Parties in relation to a Luxembourg law capacity opinion in connection with this Deed and the Amended and Restated Agreement, and (iv) the Loan Parties in relation to matters of Delaware law, in each case addressed to the Administrative Agent and each Lender, and in form and substance reasonably satisfactory to the Administrative Agent.
Other documents and evidence
6.    A Luxembourg law governed master security confirmation agreement relating to the existing Collateral Documents governed by Luxembourg law, duly executed by the Borrower as pledgor and company, PRA Group Europe Holding II S.à r.l. as pledgor, PRA Group INC. and PRA Group (UK) Limited as debtors and MUFG Bank, LTD. as administrative agent.
7.    An English law governed supplemental security agreement relating to the existing Collateral Documents governed by English law, duly executed by PRA Group (UK) Limited, PRA Group UK Portfolios Ltd and PRA Group Europe Holding S.à r.l. as security obligors and MUFG Bank, Ltd., London Branch as administrative agent.
8.    A copy of any other Authorisation or other document, opinion or assurance which the Administrative Agent (acting reasonably) considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by any Loan Document or for the validity and enforceability of any Loan Document.
10
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SCHEDULE 3
THE AMENDED AND RESTATED AGREEMENT

























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CREDIT AGREEMENT
Dated    1 April 2022
(as amended on 21 December 2023 and amended and restated on     30 October 2024)
among
PRA GROUP EUROPE HOLDING I S.À R.L.,
as Borrower
PRA GROUP (UK) LIMITED, PRA GROUP UK PORTFOLIOS LTD and PRA GROUP, Inc.,
as Guarantors
MUFG BANK, LTD., LONDON BRANCH
as Administrative Agent,
ING CAPITAL LLC
TRUIST BANK
CITIZENS BANK, N.A.,
NORDEA BANK ABP, Filial i NORGE
and
DNB BANK ASA
as Co-Syndication Agents,
THE OTHER LENDERS PARTY HERETO
and
MUFG BANK, LTD., LONDON BRANCH
ING CAPITAL LLC
TRUIST BANK
CITIZENS BANK, N.A.,
NORDEA BANK ABP, Filial i NORGE
and
DNB BANK ASA
as Joint Lead Arrangers and Joint Bookrunners

960766985.12


Table of Contents
Page
1.01    Defined Terms    1
1.02    Other Interpretive Provisions.    41
1.03    Accounting Terms.    44
1.04    Rounding.    44
1.05    Exchange Rates; Currency Equivalents.    44
1.06    [Reserved].    45
1.07    [Reserved].    45
1.08    Times of Day.    45
1.09    [Reserved].    45
1.10    Third Party Rights.    45
1.11    Rates.    45
2.01    Commitments.    46
2.02    Borrowings and Continuations of Loans.    46
2.03    [Reserved].    48
2.04    [Reserved].    48
2.05    Prepayments.    48
2.06    Termination or Reduction of Revolving Commitments.    50
2.07    Repayment of Loans.    51
2.08    Interest.    51
2.09    Fees.    53
2.10    Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.    53
2.11    Evidence of Debt.    54
2.12    Payments Generally; Administrative Agent’s Clawback.    54
2.13    Sharing of Payments by Lenders.    56
2.14    [Reserved].    56
2.15    Defaulting Lenders.    56
3.01    Taxes.    58
3.02    Illegality.    64
3.03    Inability to Determine Rates.    64
3.04    Benchmark Replacement Setting.    65
3.05    Increased Costs.    67
3.06    Compensation for Losses.    68
3.07    Mitigation Obligations; Replacement of Lenders.    68
3.08    Survival.    69
4.01    The Guaranty.    69
4.02    Obligations Unconditional.    69
4.03    Reinstatement.    71
4.04    Certain Additional Waivers.    71
4.05    Remedies.    71
4.06    Rights of Contribution.    71
4.07    Guarantee of Payment; Continuing Guarantee.    72
4.08    Keepwell.    72
4.09    Guarantee Limitations.    72
4.10    Appointment of PRA Group (UK) Limited.    72
5.01    Conditions of Initial Credit Extension.    72
5.02    Conditions to all Credit Extensions.    75
5.03    Conditions Subsequent    76
6.01    Existence, Qualification and Power.    76
6.02    Authorization; No Contravention.    76
6.03    Governmental Authorization; Other Consents.    77
6.04    Binding Effect.    77
6.05    Financial Statements; No Material Adverse Effect.    77
6.06    Litigation.    78
6.07    No Default.    78
960766985.12    i

Table of Contents (continued)
Page
6.08    Ownership of Property; Liens.    78
6.09    Environmental Compliance.    78
6.10    Insurance.    79
6.11    Taxes.    79
6.12    ERISA Compliance; Pensions.    79
6.13    Subsidiaries.    80
6.14    Margin Regulations; Investment Company Act.    81
6.15    Disclosure.    81
6.16    Compliance with Laws.    81
6.17    Intellectual Property; Licenses, Etc.    81
6.18    Solvency.    82
6.19    Perfection of Security Interests in the Collateral.    82
6.20    Business Locations.    82
6.21    Labour Matters.    82
6.22    OFAC; Anti-Corruption Laws.    82
6.23    Servicing.    83
6.24    Affected Financial Institution.    83
6.25    [Reserved].    83
6.26    Centre of Main Interests and Establishments    83
6.27    DAC-6    83
7.01    Financial Statements.    83
7.02    Certificates; Other Information.    84
7.03    Notices.    86
7.04    Payment of Obligations.    87
7.05    Preservation of Existence, Etc.    87
7.06    Maintenance of Properties.    87
7.07    Maintenance of Insurance.    87
7.08    Compliance with Laws.    88
7.09    Books and Records.    88
7.10    Inspection Rights; Calculation of Reserves    88
7.11    Use of Proceeds.    88
7.12    Additional Subsidiaries.    89
7.13    ERISA Compliance; Pensions.    89
7.14    Pledged Assets.    89
7.15    Financial Assistance.    90
7.16    Centre of Main Interests and Establishments    90
7.17    People with Significant Control regime    90
7.18    Servicing Termination    91
8.01    Liens.    91
8.02    Investments.    93
8.03    Indebtedness.    95
8.04    Fundamental Changes.    96
8.05    Dispositions.    97
8.06    Restricted Payments.    97
8.07    Change in Nature of Business.    98
8.08    Transactions with Affiliates.    98
8.09    Burdensome Agreements.    98
8.10    Use of Proceeds.    99
8.11    Financial Covenants.    99
8.12    [Reserved].    99
8.13    Prepayment of Other Indebtedness, Etc.    99
8.14    Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.    100
8.15    Ownership of Subsidiaries.    100


960766985.12    ii

Table of Contents (continued)
Page
8.16    Foreign Assets Control Regulations.    100
8.17    Sanctions.    100
8.18    Anti-Corruption Laws.    101
9.01    Events of Default.    101
9.02    Remedies Upon Event of Default.    103
9.03    Application of Funds.    104
10.01    Appointment and Authority.    105
10.02    Rights as a Lender.    105
10.03    Exculpatory Provisions.    105
10.04    Reliance by Administrative Agent.    106
10.05    Delegation of Duties.    107
10.06    Resignation of the Administrative Agent.    107
10.07    Non-Reliance on Administrative Agent and Other Lenders.    108
10.08    No Other Duties; Etc.    108
10.09    Administrative Agent May File Proofs of Claim.    108
10.10    Collateral and Guaranty Matters.    109
10.11    Treasury Management Banks and Swap Banks.    109
10.12    Certain ERISA Matters.    110
10.13    Recovery of Erroneous Payments.    111
11.01    Amendments, Etc.    113
11.02    Notices and Other Communications; Facsimile Copies.    116
11.03    No Waiver; Cumulative Remedies; Enforcement.    118
11.04    Expenses; Indemnity; and Damage Waiver.    118
11.05    Payments Set Aside.    120
11.06    Successors and Assigns.    120
11.07    Treatment of Certain Information; Confidentiality.    124
11.08    Set-off.    125
11.09    Interest Rate Limitation.    126
11.10    Counterparts; Integration; Effectiveness.    126
11.11    Survival of Representations and Warranties.    126
11.12    Severability.    126
11.13    Replacement of Lenders.    127
11.14    Governing Law; Jurisdiction; Etc.    127
11.15    Service of Process.    128
11.16    Electronic Execution of Assignments and Certain Other Documents.    128
11.17    USA PATRIOT Act.    129
11.18    No Advisory or Fiduciary Relationship.    129
11.19    Release of Collateral and Guarantee Obligations.    130
11.20    [Reserved].    130
11.21    [Reserved].    130
11.22    Judgment Currency.    130
11.23    Acknowledgement and Consent to Bail-In of Affected Financial Institutions.    131
11.24    Acknowledgement Regarding Any Supported QFCs.    131


960766985.12    iii



SCHEDULES
2.01        Lenders and Commitments
2.02(a)        Reference Rate Terms
2.02(b)        Daily Non-Cumulative Compounded RFR Rate
6.10        Insurance
6.13        Subsidiaries
6.17        IP Rights
6.20(a)    Taxpayer and Organizational Identification Numbers
6.20(b)    Changes in Legal Name, State of Formation and Structure
8.01        Liens Existing on the First Amendment and Restatement Effective Date
8.02        Investments Existing on the First Amendment and Restatement Effective Date
8.03        Indebtedness Existing on the First Amendment and Restatement Effective Date
11.02        Certain Addresses for Notices



EXHIBITS
A        Form of Loan Notice
B        [Reserved]
C-1        [Reserved]
C-2        [Reserved]
C-3        [Reserved]
C-4        [Reserved]
D         [Reserved]
E-1        [Reserved]
E-2        [Reserved]
F        Form of Compliance Certificate
G        Form of Joinder Agreement
H        Form of Assignment and Assumption
I        Form of Borrowing Base Certificate
J-1 to 4        Form of U.S. Tax Compliance Certificates
K        [Reserved]
L        [Reserved]
M        Form of Notice of Loan Prepayment


960766985.12    iv


CREDIT AGREEMENT
N Form of Asset Pool Report This CREDIT AGREEMENT is entered into on 1 April 2022 (and as amended on 21 December 2023 and amended and restated on 30 October 2024) among PRA GROUP EUROPE HOLDING I S.À R.L., a private limited liability company (société à responsabilité lmitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg whose registered office is at 53, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Companies Register under number B 185.154 (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and MUFG BANK, LTD., LONDON BRANCH as Administrative Agent.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01    Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:
“ABR” means, for any day, a rate per annum equal to the higher of (a) the Prime Rate in effect on such day and (b) the Federal Funds Rate in effect on such day plus 0.50%, provided that, if such ABR as so determined would be less than the Floor, such ABR will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. Any change in the ABR due to a change in the Prime Rate or the Federal Funds Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively.
“ABR Loan” means a Loan that bears interest at a rate based on the ABR.
“Account Debtor” means any person or persons that are an obligor in any contractual arrangement for amounts due to any Contributing Guarantor or any co-signor in respect of such contractual arrangement.
“Acquisition”, by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of all or any substantial portion of the property of another Person or at least a majority of the Voting Stock of another Person, in each case whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise. For the avoidance of doubt, purchases of debt portfolios in the ordinary course of business shall not be considered Acquisitions.
“Add-On Permitted Convertible Notes” means unsecured indebtedness of PRA Group, Inc. that is convertible into common stock of PRA Group, Inc. (or other securities or property following a merger event or other change of the common stock of PRA Group, Inc.) and/or cash (in an amount determined by reference to the price of such common stock) (including the related indenture), other than the Existing Permitted Convertible Notes.
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PRA GROUP EUROPE HOLDING I S.À R.L.
960766985.12    1


“Administrative Agent” means MUFG Bank, Ltd., London Branch (or any of its designated branch offices or affiliates) in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Borrower and the Lenders.
“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
“Aggregate Revolving Commitments” means the Revolving Commitments of all the Revolving Lenders. The aggregate principal amount of the Aggregate Revolving Commitments in effect on the First Amendment and Restatement Effective Date is SEVEN HUNDRED AND TWENTY FIVE MILLION DOLLARS ($725,000,000) and is subject to any increase in accordance with Section 2.02(i).
“Agreed Currencies” means Dollars and each Alternative Currency and “Agreed Currency” means any of them.
“Agreement” means this Credit Agreement.
“Agreement Currency” has the meaning specified in Section 11.22.
“Alternative Currency” means each of Euros and Sterling.
“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent in its sole discretion by reference to the applicable Bloomberg page (or such other publicly available service for displaying exchange rates as determined by the Administrative Agent from time to time), to be the exchange rate for the purchase of such Alternative Currency with Dollars on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided, however, that if no such rate is available, the “Alternative Currency Equivalent” shall be determined by the Administrative Agent using any reasonable method of determination it deems appropriate in its sole discretion (and such determination shall be conclusive absent manifest error).
“Applicable Percentage” means with respect to any Lender at any time, with respect to such Lender’s Revolving Commitment at any time, the percentage of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.15; provided that if the commitment of each Lender to make Revolving Loans have been terminated pursuant to Section 9.02 or if the Aggregate Revolving Commitments have expired, then the Applicable Percentage of each Lender holding Revolving Loans shall be the percentage of the outstanding principal amount of the Revolving Loans held by such Lender at such time. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption or other agreement pursuant to which such Lender becomes a party hereto, as applicable.
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960766985.12    2


“Applicable Rate” means (a) with respect to Revolving Loans, a percentage per annum equal to (i) if the Consolidated Senior Secured Leverage Ratio is less than or equal to 1.60 to 1.0 based on the most recent Compliance Certificate delivered to the Administrative Agent pursuant to Section 7.02(a), 2.50% and (ii) if the Consolidated Senior Secured Leverage Ratio is greater than 1.60 to 1.0 based on the most recent Compliance Certificate delivered to the Administrative Agent pursuant to Section 7.02(a), 2.75%; and (b) with respect to the Unused Fee, (i) if the Consolidated Senior Secured Leverage Ratio is less than or equal to 1.60 to 1.0 based on the most recent Compliance Certificate delivered to the Administrative Agent pursuant to Section 7.02(a), 0.30% and (ii) if the Consolidated Senior Secured Leverage Ratio is greater than 1.60 to 1.0 based on the most recent Compliance Certificate delivered to the Administrative Agent pursuant to Section 7.02(a), 0.35%.
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Senior Secured Leverage Ratio shall become effective on the first day of the month immediately following the date the applicable Compliance Certificate is delivered; provided, however, if no Compliance Certificate is received on or prior to the date that is five (5) Business Days after such Compliance Certificate was due, then the Applicable Rate for a Consolidated Senior Secured Leverage Ratio of greater than 1.60 to 1.00 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the Business Day after such Compliance Certificate is received. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to Section 2.10(b).
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Asset” means each purchased Receivable and any property or other right obtained by any Contributing Guarantor in connection with collection of any such purchased Receivable or in substitution therefor, all of which constitutes part of the Asset Pool into which such purchased Receivable was initially delivered.
“Asset Pool” means all Receivables and other Assets, as the context may require, which Receivables shall all have been purchased from sellers of finance receivables, together with (i) each and every Asset obtained in replacement or satisfaction of or substitution for, any such Receivable so purchased, (ii) each and every item of property obtained by any Contributing Guarantor as a result of its collection activities with respect to any such purchased Receivable, (iii) each and every item of collateral or security, including all security interests, liens, guarantees and other interests securing payment of any purchased Receivable, and all other rights and interests of any Contributing Guarantor with respect to each purchased Receivable, (iv) each judgment rendered in respect to a Receivable, together with all lien rights related thereto, (v) Asset Pool Proceeds derived from or paid or payable with respect thereto, together with any and all earnings thereon, and (vi) each and every other right, claim and interest associated therewith. For the avoidance of doubt, loan participations shall constitute Asset Pools for purposes of this Agreement.
CREDIT AGREEMENT
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960766985.12    3


“Asset Pool Proceeds” means, with respect to an Asset Pool, any and all payments, revenues, income, receipts, collections, recoveries and other proceeds or assets received with respect to such Asset Pool, including, without limitation, (i) payments of principal, interest, fees, late charges, insufficient funds charges, guaranty payments and any interest thereon, credit insurance costs, guaranty fees and other amounts recovered on account of any Asset in such Asset Pool, and (ii) settlements, compromises, liquidations, foreclosure proceeds, dispositions, sales, transfers or other proceeds, whether cash or otherwise, received as a result of or in any way in connection with collection activities related to any Asset or in connection with the sale of any Asset constituting a part of such Asset Pool.
“Asset Pool Report” means a report that sets forth each Asset Pool purchased by any Contributing Guarantor and identifies the Eligible Asset Pools, which report shall be in substantially the form of Exhibit N or is otherwise reasonably acceptable to the Administrative Agent.
“Asset Pool Seller” means, with respect to an Asset Pool, the party which has agreed to sell a specified Asset Pool to any Contributing Guarantor pursuant to the terms of a Purchase Agreement.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit H or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent.
“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease and (c) in respect of any Permitted Purchase Obligations of any Person, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment.
“Audited Financial Statements” means the audited consolidated balance sheet of PRA Group, Inc. and its Subsidiaries for the fiscal year ended December 31, 2021, and the related consolidated statements of operations, shareholders’ equity and cash flows for such fiscal year of PRA Group, Inc. and its Subsidiaries, including the notes thereto, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP.
“Availability Period” means the period from and including the Closing Date to the earliest of (i) the Maturity Date and (ii) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.06.
    “Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.04(d).
CREDIT AGREEMENT
PRA GROUP EUROPE HOLDING I S.À R.L.
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“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Baseline CAS” means, in relation to a Compounded Rate Loan in a Compounded Rate Currency, any rate which is either:
(a)    specified as such in the applicable Reference Rate Terms; or
(b)    determined by the Administrative Agent (or by any other Lender which agrees to determine that rate in place of the Agent) in accordance with the methodology specified in the applicable Reference Rate Terms.
“Benchmark” means, initially, with respect to any (a) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or then-current Benchmark for Dollars, then “Benchmark” means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.04(a), (b) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Sterling, the Compounded Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to such Compounded Reference Rate or the then-current Benchmark for Sterling, then “Benchmark” means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.04(a) and (c) Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Euros, EURIBOR; provided that if a Benchmark Transition Event has occurred with respect to EURIBOR, or the then-current Benchmark for Euros, then “Benchmark” means, with respect to such Obligations, interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.04(a).
“Benchmark Replacement” means, with respect to any Benchmark Transition Event for any then-current Benchmark, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for such Benchmark giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Benchmark for syndicated credit facilities denominated the applicable Agreed Currency at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
CREDIT AGREEMENT
PRA GROUP EUROPE HOLDING I S.À R.L.
960766985.12    5


“Benchmark Replacement Adjustment” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time.
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark for any Agreed Currency:
(a)    in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(b)    in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means, with respect to the then-current Benchmark for any Agreed Currency, the occurrence of one or more of the following events with respect to such Benchmark:
(a)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
CREDIT AGREEMENT
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960766985.12    6


(b)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the FRB, the Federal Reserve Bank of New York, the central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(c)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Start Date” means, with respect to any Benchmark, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).
“Benchmark Unavailability Period” means, with respect to any then-current Benchmark for any Agreed Currency, the period (if any) (a) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.04 and (b) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.04.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R § 1010.230.    
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan”.
“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
CREDIT AGREEMENT
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960766985.12    7


“Borrower” has the meaning specified in the introductory paragraph hereto.
“Borrower Materials” has the meaning specified in Section 7.02.
“Borrowing” means a borrowing consisting of simultaneous Loans of the same Type and same Agreed Currency and, in the case of Eurocurrency Rate Loans and Term SOFR Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.
“Borrowing Base” means an amount equal to the sum of (a) 35% of Estimated Remaining Collections of all Eligible Asset Pools plus (b) 55% of Estimated Remaining Collections of all Insolvency Eligible Asset Pools in each case as determined by the Administrative Agent by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 7.02(b) (or, if elected by the Borrower, pursuant to a Pro Forma Borrowing Base Certificate, as applicable), minus (c) Reserves. The Administrative Agent and/or Lenders agree that any amendment entered into solely to alter the rate of Estimated Remaining Collections shall not require an amendment fee to be payable by any Loan Party.
“Borrowing Base Certificate” means a certificate, signed and certified as accurate and complete by a Responsible Officer of the Borrower, in substantially in the form of Exhibit I.
“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York and:
(a)    (in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency;
(b)    (in relation to any date for payment or purchase of euro) which is a TARGET Day; and
(c)    (in relation to:
(i)    any date for payment or purchase of an amount relating to a RFR Loan; or
(ii)    the determination of the first day or the last day of an Interest Period for an RFR Loan, or otherwise in relation to the determination of the length of such an Interest Period),
which is an RFR Business Day relating to that Loan.
“Businesses” means, at any time, a collective reference to the businesses operated by the Loan Parties at such time.
“Capital Lease” means, as applied to any Person, any lease of any property by that Person as lessee which, in accordance with GAAP, is required to be accounted for as a capital lease on the balance sheet of that Person; provided, that the subsequent adoption, issuance or effectiveness of any accounting standards after the Closing Date will not cause any lease that was not or would not have been a Capital Lease on the Closing Date to be deemed a Capital Lease. For the avoidance of doubt, “Capital Leases” shall not include operating leases or any agreements requiring the payment of rent or other similar provisions (whether entered into prior to or after the Closing Date) if such lease was or would have been an operating lease on the Closing Date.
CREDIT AGREEMENT
PRA GROUP EUROPE HOLDING I S.À R.L.
960766985.12    8


“Cash Equivalents” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States, Canada, the United Kingdom, any Participating Member State or any agency or instrumentality thereof (provided that the full faith and credit of the United States, Canada, the United Kingdom or Participating Member State (as applicable) is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar, Canadian Dollar, Sterling or Euro denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States or Canada in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940 which are administered by financial institutions having capital of at least $500,000,000 and the portfolios of which have at least 95% of their assets invested in Investments of the character described in the foregoing subdivisions (a) through (d).
“CBR Loan” means a Loan in an Alternative Currency that bears interest at the Central Bank Rate.
“Central Bank Rate” means, (A) for any Loan denominated in Euro (x) the greater of (i) one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time, and (ii) the Floor; plus (y) the Euro Central Bank Rate Adjustment and (B) for any Loan denominated in Sterling, the daily rate specified in clause (b) or (c) of the definition “Daily Rate” in the applicable Reference Rate Terms.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
CREDIT AGREEMENT
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960766985.12    9


“Change of Control” means the occurrence of any of the following events:
(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% of the Equity Interests of PRA Group, Inc. entitled to vote for members of the board of directors or equivalent governing body of PRA Group, Inc. on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);
(b)    during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of PRA Group, Inc. cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose approval to that board or equivalent governing body by the board or equivalent governing body or by any committee of the board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose approval to that board or other equivalent governing body was approved by individuals referred to in clauses (i) or (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body;
(c)    [reserved];
(d)    the Borrower and/or any Contributing Guarantor shall cease to be a Wholly Owned Subsidiary (either directly or indirectly) of PRA Group, Inc or any Contributing Guarantor shall cease to be a Wholly Owned Subsidiary (either directly or indirectly) of the Borrower; or
(e)    [reserved].
“Closing Date” means the date hereof.
“Closing Date Intercompany Loan 1” has the meaning given to that term in Section 8.03(c).
“Closing Date Intercompany Loan 2” has the meaning given to that term in Section 8.02(c)
“Collateral” means a collective reference to all real and personal property with respect to which Liens in favour of the Administrative Agent for the benefit of the holders of the Obligations, are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents.
“Collateral Documents” means a collective reference to the UK Security Agreement, the UK Share Charge, the Lux Share Pledge Agreement, the Norwegian Account Pledge Agreement, the Lux Receivables Pledge Agreement and other security documents as may be executed and delivered by the Loan Parties pursuant to the terms of Section 7.14, and/or Section 2.02(i), as applicable.
CREDIT AGREEMENT
PRA GROUP EUROPE HOLDING I S.À R.L.
960766985.12    10


    “Commitment” means, as to each Lender, the Revolving Commitment of such Lender.
    “Commodity Exchange Act” means the Commodity Exchange Act and rules and regulations promulgated thereunder (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute, rule or regulation.
    “Communication” means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.
    “Competitor” means any Person identified by the Borrower in a list delivered to the Administrative Agent and made available to the Lenders from time to time, which such list may be updated by the Borrower from time to time pursuant to written notice to the Administrative Agent, made available to the Lenders, provided, that no Event of Default has occurred or is continuing at the time of such update.
“Compliance Certificate” means a certificate substantially in the form of Exhibit F.
“Compounded Rate Currency” means Sterling.
“Compounded Rate Interest Payment” means the aggregate amount of interest that:
(a)    is, or is scheduled to become, payable under any Loan Document; and
(b)    relates to a Compounded Rate Loan.
“Compounded Rate Borrowing” means, as to any Borrowing, the Compounded Rate Loans comprising such Borrowing.
“Compounded Rate Loan” means any Loan which bears interest at the Daily Non-Cumulative Compounded RFR Rate.
“Compounded Reference Rate” means, in relation to any RFR Business Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the aggregate of:
(a)    the Daily Non-Cumulative Compounded RFR Rate for that RFR Business Day; and
(b)    the applicable Baseline CAS,
provided that if the Compounded Reference Rate determined as provided above shall ever be less than the Floor, then the Compounded Reference Rate shall be deemed to be the Floor
“Compounding Methodology Supplement” means, in relation to the Daily Non-Cumulative Compounded RFR Rate, a document which:
(a)    is agreed in writing by the Borrower, the Administrative Agent (in its own capacity) and the Administrative Agent (acting on the instructions of the Required Lenders);
(b)    specifies a calculation methodology for that rate; and
has been made available to the Borrower and each Lender.
CREDIT AGREEMENT
PRA GROUP EUROPE HOLDING I S.À R.L.
960766985.12    11


“Conforming Changes” means, with respect to either the use or administration of an initial Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “Eurocurrency Banking Day,” the definition of “RFR Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.06 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
“Consolidated EBITDA” means, for any period, for PRA Group, Inc. and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus the following, without duplication, to the extent deducted in calculating such Consolidated Net Income: (a) Consolidated Interest Charges for such period, (b) the provision for federal, state, local and foreign income taxes payable by PRA Group, Inc. and its Subsidiaries for such period, (c) depreciation and amortization expense, (d) Recoveries Applied to Negative Allowance, net of changes in expected recoveries, (e) fees, costs and expenses incurred in respect of this Agreement or in connection with any disposition, incurrence of Consolidated Funded Indebtedness, Acquisition (including amounts paid in connection with such Acquisition for retention of one or more individuals comprising part of a management team retained to manage the acquired business; provided that such payments are made in connection with such Acquisition and are consistent with the customary practice in the industry at the time of such Acquisition), Investment or offering of Equity Interests, in each case as permitted under the Loan Documents, (f) all other non-cash charges for such period, to the extent such charges do not represent a cash charge in such period or any future period, all as determined in accordance with GAAP and (g) indemnification payments received from a Person which is not an Affiliate of any Loan Party under any acquisition agreement entered into by such Person which reimburse expenses of a Loan Party, to the extent such expenses were deducted in computing Consolidated Net Income.
“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) the sum of (x) scheduled principal payments made on Consolidated Funded Indebtedness during such period plus (y) Consolidated Interest Charges, in each case measured for the period of the four fiscal quarters most recently ended.
“Consolidated Funded Indebtedness” means Funded Indebtedness of PRA Group, Inc. and its Subsidiaries on a consolidated basis determined in accordance with GAAP.
“Consolidated Interest Charges” means, for any period, for PRA Group, Inc. and its Subsidiaries on a consolidated basis, an amount equal to the sum of (i) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP less interest income for such period, plus (ii) the portion of rent expense with respect to such period under Capital Leases that is treated as interest in accordance with GAAP plus (iii) the implied interest component of Synthetic Leases with respect to such period plus (iv) losses on hedging obligations or other derivative instruments (including Swap Contracts) entered into for the purposes of hedging interest rate risk.
CREDIT AGREEMENT
PRA GROUP EUROPE HOLDING I S.À R.L.
960766985.12    12


“Consolidated Net Income” means, for any period, for PRA Group, Inc. and its Subsidiaries on a consolidated basis, the net income of PRA Group, Inc. and its Subsidiaries (excluding (i) extraordinary gains or losses, (ii) the effects of discontinued operations and (iii) adjustment for net income attributable to noncontrolling interests) for that period, as determined in accordance with GAAP.    
“Consolidated Senior Secured Indebtedness” means, as of any date of determination, all Consolidated Funded Indebtedness that, as of such date, is secured by any Lien on any asset or property of PRA Group, Inc. or any of its Subsidiaries.
“Consolidated Senior Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) (i) Consolidated Senior Secured Indebtedness as of such date less (ii) Qualified Cash as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.
“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (a)(i) Consolidated Funded Indebtedness as of such date less (ii) Qualified Cash as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.
“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
“Contributing Guarantor” means each UK Guarantor and any other Guarantor (other than PRA Group, Inc.) whose Eligible Asset Pools and Insolvency Eligible Asset Pools the Administrative Agent agrees in writing in its discretion can contribute to the Borrowing Base.
“Contributing Guarantor Net Income” means, for any period, the net income of the Contributing Guarantors on a consolidated basis (excluding (i) extraordinary gains or losses and (ii) the effects of discontinued operations) for that period, as determined in accordance with GAAP.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“Credit Extension” means a Borrowing.
“Credit Party” has the meaning specified in Section 11.16.
“Daily Non-Cumulative Compounded RFR Rate” means, in relation to any RFR Business Day during an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Administrative Agent (or by any other Lender which agrees to determine that rate in place of the Administrative Agent) in accordance with the methodology set out in Schedule 2.02(b) (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.
“Daily Rate” means the rate specified as such in the applicable Reference Rate Terms.
CREDIT AGREEMENT
PRA GROUP EUROPE HOLDING I S.À R.L.
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“Data Protection Laws” means (a) in relation to the European Economic Area and the United Kingdom, the EU General Data Protection Regulation (2016/679) (“GDPR”), national legislation implementing and supplementing the GDPR and implementing the Directive on Privacy and Electronic Communications (2002/58/EC), the GDPR as it forms part of the laws of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and the UK Data Protection Act 2018 and any supplementary legislation as the same may be amended, superseded or replaced from time to time; and (b) in relation to other applicable jurisdictions, all laws and regulations in those jurisdictions relating to the processing of personal data and/or protection of privacy as the same may be amended, superseded or replaced from time to time.
“Debt Issuance” means the issuance by any Loan Party (other than PRA Group, Inc.) of any Indebtedness other than Indebtedness permitted under Section 8.03.
“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect, including, if applicable, the Insolvency Act 1986 (UK), the Corporate Insolvency and Governance Act 2020 (UK), the Banking Act 2009 (UK), relevant provisions of the Companies Act 2006 (UK) and the EU Regulation 2015/848 on insolvency proceedings (recast).
“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
“Default Rate” means, when used with respect to a Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Laws.
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good-faith and reasonable determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrower and the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such Lender’s determination not to fund is reasonable and made in good faith, such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and such writing states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other national, state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided, that, a Lender shall not be a Defaulting Lender solely by virtue of (1) an Undisclosed Administration or (2) the ownership or acquisition of any Equity Interests in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States, the United Kingdom or Luxembourg or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
CREDIT AGREEMENT
PRA GROUP EUROPE HOLDING I S.À R.L.
960766985.12    14


Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefore by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower and each Lender promptly following such determination.
“Designated Jurisdiction” means any country or territory which is itself, or whose government is, the target of comprehensive country-or-territory-wide Sanction.
“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition of any property by the Borrower or any Contributing Guarantor (including the Equity Interests of any Subsidiary of the Borrower or a Contributing Guarantor), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith and any effective transfer or other disposition as a result of a division, but excluding (a) the sale, lease, license, transfer or other disposition of inventory, accounts or assets in the ordinary course of business and in the ordinary course of business portfolio management which may include sales from portfolios acquired in the ordinary course of business under joint bids where any Contributing Guarantor is the lead purchaser and any repurchase or substitution of any Receivable pursuant to the terms of a Purchase Agreement; (b) the sale, lease, license, transfer or other disposition in the ordinary course of business of surplus, obsolete or worn out property no longer used or useful in the conduct of business of the Borrower or any Contributing Guarantor; (c) any sale, lease, license, transfer or other disposition of property to the Borrower or any Contributing Guarantor; provided, that (i) if the transferor of such property is the Borrower or a Guarantor, the transferee thereof must be the Borrower or any Contributing Guarantor and (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 8.02, (d) any Involuntary Disposition, (e) any lease, license or sublicense of property to third parties in the ordinary course of business, (f) the sale of NFR Assets, (g) the use of cash and Cash Equivalents, (h) dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar or replacement property or (ii) the proceeds of such disposition are reasonably promptly applied to the purchase price of such similar or replacement property, (i) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with the Borrower or the relevant Contributing Guarantor’s commercially reasonable judgment; (j) the abandonment, termination or other disposition of IP Rights or leasehold interests in property in the ordinary course of business; and (k) dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements.
CREDIT AGREEMENT
PRA GROUP EUROPE HOLDING I S.À R.L.
960766985.12    15


The term “Disposed” shall be interpreted accordingly.
“Disruption Event” means either or both of:
(a)    a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Loan Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the parties to this Agreement; or
(b)    the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a party to this Agreement preventing that, or any other party to this Agreement:
(i)    from performing its payment obligations under the Loan Documents; or
(ii)    from communicating with other parties to this Agreement in accordance with the terms of the Loan Documents,
and which (in either such case) is not caused by, and is beyond the control of, the party to this Agreement whose operations are disrupted.
“Dollar” and “$” mean lawful money of the United States.
“Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount and (b) if such amount is expressed in any other Agreed Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of Dollars with the applicable Agreed Currency last provided (either by publication or otherwise provided to the Administrative Agent) by the applicable Bloomberg source (or such other publicly available source for displaying exchange rates) on the date that is two (2) Business Days immediately preceding the date of determination (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion). Any determination by the Administrative Agent pursuant to clause (b) above shall be conclusive absent manifest error.
“Earn Out Obligations” means, with respect to an Acquisition, all obligations of PRA Group, Inc. or any Subsidiary to make earn out or other similar contingency payments (including purchase price adjustments, (other than working capital purchase price adjustments), non-competition and consulting agreements) pursuant to the documentation relating to such Acquisition. The amount of any Earn Out Obligations at the time of determination shall be the aggregate amount, if any, of such Earn Out Obligations that are required at such time to be recognized as a liability on the consolidated balance sheet of PRA Group, Inc..
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
CREDIT AGREEMENT
PRA GROUP EUROPE HOLDING I S.À R.L.
960766985.12    16


“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Electronic Copy” shall have the meaning specified in Section 11.16.
“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.
“Eligible Asset Pools” means those existing Asset Pools of any Contributing Guarantor accepted by the Lenders on the Closing Date and newly acquired Asset Pools of any Contributing Guarantor acquired from Asset Pool Sellers not affiliated with any Contributing Guarantor, that in each case, (i) are not Insolvency Eligible Asset Pools, and (ii) meet all of the following requirements:
(a)    the Receivables in such Asset Pool, taken as a whole, comply in all material respects with all applicable laws and regulations;
(b)    all amounts and information appearing on the applicable Asset Pool Report furnished to the Administrative Agent and the Lenders in connection therewith are true and correct in all material respects;
(c)    a Contributing Guarantor has good and marketable title and has the right to pledge, assign and deliver the Assets of such Asset Pool, free from all liens, claims, encumbrances or security interests whatsoever; provided that such Assets may be subject to recall or putback rights;
(d)    the Receivables in such Asset Pool are the subject of a valid and effective Servicing Agreement (including, without limitation, having been “Placed” under the Initial Servicing Agreement) unless the Contributing Guarantor which is the owner of the relevant Asset Pool is fully authorised and able to fulfil such a servicing role in the applicable jurisdiction in which such Contributing Guarantor operates;
(e)    to the knowledge of a Responsible Officer no condition exists that materially and adversely affects the Estimated Remaining Collections of the Asset Pool; and
(f)    since the acquisition of the Asset Pool by the relevant Contributing Guarantor, no sale of any Receivable within the Asset Pool has occurred except arm’s length sales to non-affiliated third parties and any repurchase or substitution of such Receivable pursuant to the terms of a Purchase Agreement.
“Eligible Assets” means property that is used or useful in the same or a similar line of business as the UK Guarantors were engaged in on the Closing Date (or any reasonable extensions or expansions thereof or any business ancillary thereto).
“Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).
CREDIT AGREEMENT
PRA GROUP EUROPE HOLDING I S.À R.L.
960766985.12    17


“Environmental Laws” means any and all national, federal, state, local, foreign and other applicable statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any Hazardous Materials into the environment.
“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with PRA Group, Inc. within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).
“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of PRA Group, Inc. or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Internal Revenue Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any material liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.
“Erroneous Payment” has the meaning assigned to it in Section 10.13(a).
CREDIT AGREEMENT
PRA GROUP EUROPE HOLDING I S.À R.L.
960766985.12    18


“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 10.13(d)(i).
“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 10.13(d)(i).
“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 10.13(d)(i).
“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 10.13(e).
“Estimated Remaining Collections” means the aggregate gross remaining cash collections which the relevant Contributing Guarantor anticipates to receive from an Asset Pool as reflected in its Portfolio ERC Model accounting process. Such remaining amounts shall be calculated by the UK Guarantors in accordance with GAAP and in a manner consistent with past practice and with the methodology employed in the reporting of Estimated Remaining Collections in PRA Group, Inc.’s public filings; provided, however, the manner and method of computing Estimated Remaining Collections and all assumptions made in connection therewith shall be explained by the Borrower or the UK Guarantors to the Administrative Agent in reasonable detail promptly upon the Administrative Agent’s reasonable request (in addition, at the request of the Administrative Agent, at the time of such explanation to the Administrative Agent or on one additional occasion, the Borrower or the UK Guarantors will explain the manner and method of computing Estimated Remaining Collections and all assumptions made in connection therewith to the Lenders present for such explanation). Any material deviation from the current method and assumptions used in computing Estimated Remaining Collections must be acceptable to the Super-Majority Lenders in their sole and absolute discretion.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“EURIBOR” has the meaning specified in the definition of “Eurocurrency Rate”.
“Euro” and “€” mean the single currency of the Participating Member States.
“Euro Central Bank Rate Adjustment” means, for any day, for any Loan denominated in Euro, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Eurocurrency Rate for the five most recent Business Days preceding such day for which the EURIBOR was published (excluding, from such averaging, the highest and the lowest Eurocurrency Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period. For the purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (A) (y) of the definition of such term and (y) the Eurocurrency Rate on any day shall be based on the Eurocurrency Rate on such day at approximately the time referred to in the definition of such term for deposits Euro for a maturity of one month.
“Eurocurrency Banking Day” means, for Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Euros, a TARGET Day provided, that for purposes of notice requirements in Sections 2.02(a) and 2.05(a)(i), in each case, such day is also a Business Day.
CREDIT AGREEMENT
PRA GROUP EUROPE HOLDING I S.À R.L.
960766985.12    19


“Eurocurrency Rate” means, with respect to any Borrowing for any Interest Period denominated in Euros, the greater of (i) the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”) as administered by the European Money Markets Institute (or any other Person that takes over the administration of such rate) for a period equal in length to such Interest Period, at approximately 11:00 a.m. (Brussels time) two Eurocurrency Banking Days prior to the commencement of such Interest Period and (ii) the Floor.
“Eurocurrency Rate Borrowing” means, as to any Borrowing, the Eurocurrency Rate Loans comprising such Borrowing.
“Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate.
“European Multicurrency Revolving Credit Facility” means that certain Seventh Amendment and Restatement Agreement, dated as of March 3, 2021, to the Multicurrency Revolving Credit Facility Agreement (as may be amended, modified, supplemented, released, discharged, extended, restated or amended and restated from time to time), by and among PRA Group Europe Holding S.à r.l., as borrower, the guarantors party thereto from time to time, the lenders party thereto from time to time and DNB Bank, ASA, as the facility agent and security agent.
“Event of Default” has the meaning specified in Section 9.01.
“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 4.08 and any other “keepwell, support or other agreement” for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Guarantors) at the time the Guaranty of such Loan Party, or a grant by such Loan Party of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) [reserved], (c) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (d) Taxes attributable to such Recipient’s failure to comply with Section 3.01(a)(iii) or Section 3.01(e) and (e) any U.S. federal withholding taxes imposed under FATCA.
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“Existing Permitted Convertible Notes” means Indebtedness of PRA Group, Inc. in the form of senior, unsecured convertible notes in an aggregate amount not to exceed $345,000,000, issued pursuant to that certain Indenture dated as of May 26, 2017, and due June 1, 2023 with Regions Bank, as trustee.
“Existing Swap Bank” means SwedBank AB (publ) pursuant to an ISDA 2002 master agreement dated 15 December 2022 between SwedBank AB (publ) and the Borrower, and a novation agreement dated 28 December 2022 among Swedbank AB (publ) (as the "Remaining Party"), PRA Group Europe Holding S.à r.l., (as "Transferor") and the Borrower (as "Transferee").
“Extraordinary Receipt” means cash (a) proceeds of insurance of the Borrower or any Contributing Guarantor (excluding any key man life insurance and excluding proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) and (b) proceeds from any condemnation or other taking for public use of, any property of the Borrower or any Contributing Guarantor.
“Facilities” means, at any time, a collective reference to the facilities and real properties owned, leased or operated by any Loan Party.
“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreement entered into in connection with the foregoing.
“FATCA Deduction” means a deduction or withholding from a payment under any Loan Document required by FATCA.
“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
“Fee Letter” means the letter agreement dated 24 October 2024 among the Borrower and MUFG Bank, Ltd..
“First Amendment and Restatement Agreement” means the amendment and restatement agreement relating to this Agreement dated     30 October            2024 and made between, among others, the Borrower and the Administrative Agent.
“First Amendment and Restatement Effective Date” has the meaning given to the term “Effective Date” in the First Amendment and Restatement Agreement.
“Finance Party” means the Lender(s), the Administrative Agent and each Joint Lead Arranger.
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“Floor” means a rate of interest equal to 0% (zero per cent).
“FRB” means the Board of Governors of the Federal Reserve System of the United States.
“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
“Funded Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a)    the outstanding principal amount of all obligations for borrowed money, whether current or long-term (including the Obligations) and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b)    all purchase money Indebtedness;
(c)    the principal portion of all obligations under conditional sale or other title retention agreements relating to property purchased by PRA Group, Inc. or any Subsidiary (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);
(d)    all obligations arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
(e)    all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business) (for the avoidance of doubt, such deferred purchase price of property or services shall not include accrued bonuses or other compensation);
(f)    the Attributable Indebtedness of Capital Leases, Permitted Purchase Obligations and Synthetic Leases;
(g)    all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment on or prior to the 90th day following the Maturity Date in respect of any Equity Interests in such Person or any other Person (other than customary put rights or redemption obligations arising as a result of a change of control), valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;
(h)    all Funded Indebtedness of others secured by (or for which the holder of such Funded Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; provided that the amount of Funded Indebtedness with respect to such Person who has given such Lien under this clause (h) shall be deemed to be the lesser of the amount of such Indebtedness that is so secured and the fair market value of such property;
(i)    all Guarantees with respect to Funded Indebtedness of the types specified in clauses (a) through (h) above of another Person; and
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(j)    all Funded Indebtedness of the types referred to in clauses (a) through (i) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, except to the extent that Funded Indebtedness is expressly made non-recourse (or such Person is not otherwise liable for such Funded Indebtedness) to such Person.
For purposes hereof, the amount of any direct obligation arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments shall be the maximum amount available to be drawn thereunder. For the avoidance of doubt, “Funded Indebtedness” shall not include any deferred Tax liabilities or Swap Contracts.
“GAAP” means generally accepted accounting principles in the United States, consistently applied and as in effect from time to time.
“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including the Financial Conduct Authority, the Prudential Regulation Authority and any supra-national bodies such as the European Union or the European Central Bank).
“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “Guarantee” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or other ordinary course indemnities or indemnities entered into in connection with dispositions, or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee referred to (x) in clause (a) shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made (or, if such Guarantee is limited by its terms to a lesser amount, such lesser amount) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith and (y) in clause (b) shall be the lesser of the amount referred to in clause (a) and the value of the property subject to such Lien. The term “Guarantee” as a verb has a corresponding meaning.
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“Guarantors” means, collectively, (a) PRA Group, Inc., (b) each UK Guarantor, (c) each Person that joins as a Guarantor pursuant to Section 7.12 and (d) the successors and permitted assigns of the foregoing. Notwithstanding anything herein to the contrary, no Guarantor shall cease to be a Guarantor without the prior written consent of the Administrative Agent.
“Guaranty” means the Guaranty made by the Guarantors in favour of the Administrative Agent and the Lenders pursuant to Article IV.
“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.
“Income from Operations” means, “income from operations” as it appears on PRA Group, Inc.’s financial statements as filed with the SEC, excluding any one-time, non-recurring charges or unusual charges that are presented in accordance with GAAP in the operating income calculation appearing on PRA Group, Inc.’s financial statements as filed with the SEC.
“Incremental Equivalent Debt” means Indebtedness under one or more series of senior unsecured loans, senior secured first lien or junior lien loans, subordinated loans, or secured (first lien or junior lien) or unsecured mezzanine Indebtedness, or any bridge facility in lieu of any of the foregoing or otherwise, made to the Borrower which, to the extent secured, is secured by all or a portion of the Collateral on a pari passu (but without regard to control of remedies) or junior basis with the Obligations and which Indebtedness is issued or incurred in lieu of increases to Revolving Commitments pursuant to this Agreement; provided that (i) the aggregate principal amount of any Incremental Equivalent Debt then being incurred at the time of incurrence shall not, together with the aggregate principal amount of all increases in Revolving Commitments, exceed $200,000,000, (ii) PRA Group, Inc. shall be in pro forma compliance with all financial covenants set forth in Section 8.11, (iii) such Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party, (iv) the interest rate (including margin and floors) applicable to any such Incremental Equivalent Debt will be determined by the Borrower and the Persons providing such Incremental Equivalent Debt, (v) in the case of Incremental Equivalent Debt that is secured, (A) the obligations in respect thereof shall not be secured by any Lien on any asset other than any asset constituting Collateral, (B) the security agreements relating to such Incremental Equivalent Debt shall be substantially the same as the Collateral Documents (with such differences as are appropriate to reflect the nature of such Incremental Equivalent Debt and are otherwise reasonably satisfactory to the Administrative Agent) and (C) such Incremental Equivalent Debt shall be subject to customary intercreditor or subordination arrangements reasonably acceptable to the Borrower and the Administrative Agent, (vi) both immediately before and immediately after the incurrence of such Indebtedness (or, in the case of Indebtedness to be incurred in connection with a Permitted Acquisition or permitted Investment, on the date of the execution of (x) the definitive agreement in connection therewith and (y) any commitment in respect of such Incremental Equivalent Debt), no Event of Default shall exist, (vii) no Incremental Equivalent Debt shall mature earlier than the Maturity Date (as of the time of incurrence of such Incremental Equivalent Debt) and (viii) the covenants and events of default applicable to such Incremental Equivalent Debt shall not be, when taken as a whole, materially more favorable, to the holders of such Indebtedness than those applicable to the Revolving Loans (except for (1) covenants or other provisions applicable only to periods after the Maturity Date or (2) where this Agreement is amended such that the Lenders also receive the benefits of such more favorable terms other than any such provisions that apply after the Maturity Date).
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“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a)    all Funded Indebtedness;
(b)    the Swap Termination Value of any Swap Contract;
(c)    all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) and (b) above of any other Person; and
(d)    all Indebtedness of the types referred to in clauses (a) through (c) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which PRA Group, Inc. or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to PRA Group, Inc. or such Subsidiary or PRA Group, Inc. or such Subsidiary is not otherwise liable for such Indebtedness.
    For purposes of this definition, the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness. For the avoidance of doubt, Indebtedness shall not include (a) deferred or prepaid revenue or (b) Permitted Bond Hedge Transactions or Permitted Warrant Transactions.
“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
“Indemnitees” has the meaning specified in Section 11.04(b).
“Information” has the meaning specified in Section 11.07.
“Initial Servicer” means PRA Group (UK) Limited in its capacity as “Servicer” under the Initial Servicing Agreement.
“Initial Servicing Agreement” means the master servicing agreement (dated 21 December 2023) between (i) PRA Group UK Portfolios Ltd and (ii) PRA Group (UK) Limited, as the same may be amended, restated, supplemented or otherwise modified from time to time.
“Insolvency Eligible Asset Pools” means Asset Pools of any Contributing Guarantor in which the debtors are subject to a proceeding under the Insolvency Act 2006 (UK), Bankruptcy (Scotland) Act 2016, Insolvent Partnerships Order 1994 or Administration of Insolvent Estate of Deceased Persons Order 1986 that in each case meet all of the following requirements:
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(a)    the Receivables in such Asset Pool, taken as a whole, comply in all material respects with all applicable laws and regulations;
(b)    all amounts and information appearing on the applicable Asset Pool Report furnished to the Administrative Agent and the Lenders in connection therewith are true and correct in all material respects;
(c)    a Contributing Guarantor has good and marketable title and has the right to pledge, assign and deliver the Assets of such Asset Pool, free from all liens, claims, encumbrances or security interests whatsoever; provided that such Assets may be subject to recall or putback rights;
(d)    the Receivables in such Asset Pool are the subject of a valid and effective Servicing Agreement (including without limitation, having been “Placed” under the Initial Servicing Agreement) unless the Contributing Guarantor which is the owner of the relevant Asset Pool is fully authorised and able to fulfil such a servicing role in the applicable jurisdiction in which such Contributing Guarantor operates;
(e)    to the knowledge of a Responsible Officer no condition exists that materially and adversely affects the Estimated Remaining Collections of the Asset Pool; and
(f)    since the acquisition of the Asset Pool by the relevant Contributing Guarantor, no sale of any Receivable within the Asset Pool has occurred except arm’s length sales to non-affiliated third parties and any repurchase or substitution of such Receivable pursuant to the terms of a Purchase Agreement.
“Intangible Assets” means the amount of all unamortized debt discount and expense, goodwill, patents, trademarks, service marks, trade names, copyrights, organization or developmental expenses and other assets treated as intangible assets under GAAP (but not in any event including deferred taxes).
“Interest Payment Date” means (a) as to any Compounded Rate Loan, Eurocurrency Rate Loan or Term SOFR Loan, the last day of each Interest Period therefor and, in the case of any Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at three-month intervals after the first day of such Interest Period, and the applicable Maturity Date and (b) as to any ABR Loan or CBR Loan, the last Business Day of each March, June, September and December and the applicable Maturity Date.
“Interest Period” means the period commencing on the date of each Loan or Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the interest rate applicable to the relevant Agreed Currency), as specified in the applicable Loan Notice or such other period that is twelve months or less requested by the Borrower and consented to by all the Lenders; provided that:
(a)    if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;
(b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period;
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(c)    no Interest Period shall extend beyond the applicable Maturity Date;
(d)    no tenor that has been removed from this definition pursuant to Section 3.04(d) shall be available for specification in such Loan Notice; and
(e)    in the event that the Administrative Agent approves an Interest Period that is not an Available Tenor for the applicable Benchmark, the Administrative Agent may make such amendments to the calculations of the interest under this Agreement which may be necessary to accommodate the requested tenor.
For purposes hereof, the date of a Loan or Borrowing initially shall be the date on which such Loan or Borrowing is made and thereafter shall be the effective date of the most recent continuation of such Loan or Borrowing.
“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

“Internal Revenue Service” or “IRS” means the United States Internal Revenue Service.
“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.
“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any of its Subsidiaries.
“IP Rights” has the meaning specified in Section 6.17.
“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit G executed and delivered by a Subsidiary that is a Wholly Owned Subsidiary of the Borrower or any Contributing Guarantor in accordance with the provisions of Section 7.12.
“Judgment Currency” has the meaning specified in Section 11.22.
“Joint Lead Arrangers” means MUFG Bank, Ltd. London Branch, DNB Bank ASA, ING Capital LLC, Truist Securities, Inc. and Citizens Bank, N.A. in their capacities as joint lead arrangers and joint bookrunners.
“Laws” means, collectively, all applicable international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any such Governmental Authority.
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“Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto and their successors and assigns, each Person that executes a lender joinder agreement or commitment agreement in accordance with Section 2.02(i).
“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.
“Lien” means any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), charge, assignment by way of security or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing) except for licenses of IP Rights owned by any Loan Party which are granted in the ordinary course of business.
“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan.
“Loan Documents” means this Agreement, each Joinder Agreement, the Collateral Documents, the Fee Letter, any Reference Rate Supplement, any Compounding Methodology Supplement and each other document, agreement or instrument that the Administrative Agent and the Borrower agree in writing shall constitute a “Loan Document”.
“Loan Notice” means a notice of (a) a borrowing of Loans or (b) a continuation of Loans in each case pursuant to Section 2.02, which, if in writing, shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.
“Loan Parties” means, collectively, the Borrower and each Guarantor.
“Lookback Period” means the number of days specified as such in the applicable Reference Rate Terms.
“Luxembourg Companies Register” means the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg).
“Lux Receivables Pledge Agreement” means the Luxembourg law receivables pledge agreement dated 1 April 2022 and entered into between the Borrower as pledgor and MUFG Bank, Ltd., London Branch as Administrative Agent.
“Lux Share Pledge Agreement” means the Luxembourg law share pledge agreement dated 1 April 2022 and entered into between PRA Group Europe Holdings II S.à r.l. as pledgor, MUFG Bank, Ltd., London Branch as Administrative Agent and the Borrower as company.
“Master Agreement” has the meaning set forth in the definition of “Swap Contract.”
“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the business, assets, properties or financial condition of (x) the PRA Group, Inc. and its Subsidiaries taken as a whole or (y) the Contributing Guarantors taken as a whole; (b) a material impairment of the ability of the Loan Parties, taken as a whole to perform their material obligations under any Loan Document; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.
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“Maturity Date” means     30 October        , 2029.
“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA and that is subject to Title IV of ERISA, to which PRA Group, Inc. or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (which include PRA Group, Inc. or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.
“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by any Loan Party (other than PRA Group, Inc.) in respect of any Disposition, Debt Issuance or Extraordinary Receipt, net of (a) direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees, and sales commissions or brokerage fees or commissions), (b) taxes paid or payable as a result thereof, (c) in the case of any Disposition, the amount necessary to retire any Indebtedness secured by a Permitted Lien on the related property, (d) all amounts that are set aside as a reserve (A) for adjustments in respect of the purchase price of any asset, (B) for any liabilities, to the extent such reserve is required by GAAP, and (C) for the payment of unassumed liabilities relating to the assets sold or otherwise disposed of (voluntarily or involuntarily) at the time of, or within 30 days after, the date of such sale or other disposition, and (e) any escrow for any contractual indemnification obligation; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by any Loan Party (other than PRA Group, Inc.) in any Disposition, Debt Issuance or Extraordinary Receipt; provided, however, that such net cash proceeds shall not include any such funds received by any Person in respect of any third party claim against such Person and applied to pay (or reimburse such Person for its prior payment of) such claim plus related costs and expenses.
“NFR Assets” means the assets that are accounted for on the balance sheet of PRA Group, Inc. filed with the SEC as “finance receivables”.
“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders.
“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.
“Non-U.S. Lender” means a Lender that is not a U.S. Person.
“Non-US Pension Plan” means any pension plan, pension undertaking, supplemental pension, retirement savings or other retirement income plan, obligation or arrangement of any kind other than any state social security arrangements that is not subject to US law and that is established, maintained or contributed to by any Loan Party or in respect of which a Loan Party has any liability, obligation or contingent liability.
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“Norwegian Account Pledge Agreement” means a Norwegian law account pledge agreement and entered into between the Borrower as pledgor and MUFG Bank, Ltd., London Branch as Administrative Agent.
“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan (including Erroneous Payment Subrogation Rights), whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. The foregoing shall also include (a) all obligations under any Swap Contract between any Loan Party and any Swap Bank that is permitted to be incurred pursuant to Section 8.03(d) and (b) all obligations under any Treasury Management Agreement between any Loan Party and any Treasury Management Bank; provided that the “Obligations” of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.
“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.
“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the by-laws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of incorporation, formation or organization and operating agreement and articles of association (or equivalent or comparable constitutive documents with respect to any jurisdiction); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its incorporation, formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.07).
“Outstanding Amount” means with respect to any Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date.
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“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in any other Agreed Currency, an overnight rate determined by the Administrative Agent, in accordance with banking industry rules on interbank compensation.
“Participant” has the meaning specified in Section 11.06(d).
“Participant Register” has the meaning specified in Section 11.06(d).
“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
“Payment Recipient” has the meaning assigned to it in Section 10.13(a).
“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.
“Pension Act” means the Pension Protection Act of 2006.
“Pension Funding Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any instalment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Internal Revenue Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303, 304 and 305 of ERISA.
“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by PRA Group, Inc. and any ERISA Affiliate or with respect to which PRA Group, Inc. or any ERISA Affiliate has any liability and is either covered by Title IV of ERISA or is subject to minimum funding standards under Section 412 of the Internal Revenue Code.
“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.
“Permitted Acquisitions” means Investments consisting of an Acquisition by a Loan Party, provided that (i) no Default shall have occurred and be continuing or would result from such Acquisition, (ii) the property acquired (or the property of the Person acquired) in such Acquisition is used or useful in any lines of business of the relevant Loan Party permitted under Section 8.07 (or any reasonable extensions or expansions thereof or any business ancillary thereto), (iii) within 30 days of such Acquisition (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion), the Administrative Agent shall have received all items in respect of the Equity Interests or property acquired in such Acquisition required to be delivered by the terms of Section 7.12 and/or Section 7.14, (iv) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (v) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to such Acquisition on a Pro Forma Basis, (a) the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter for which PRA Group, Inc.
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was required to deliver financial statements pursuant to Section 7.01(a) or (b), (vi) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date, and (vii) if such transaction involves the purchase of an interest in a partnership between a Loan Party as a general partner and entities unaffiliated with the relevant Loan Party as the other partners, such transaction shall be effected by having such equity interest acquired by a corporate holding company directly or indirectly wholly-owned by the relevant Loan Party newly formed for the sole purpose of effecting such transaction. In addition to the criteria set out in (i) to (vii) above, where the aggregate consideration (including cash and non-cash consideration, any assumption of Indebtedness, deferred purchase price and any Earn Out Obligations) paid by the Borrowers and Contributing Guarantors for all Acquisitions in any fiscal year exceeds USD 50,000,000, the aggregate value of the NFR Assets acquired (or, as applicable, the aggregate value of the NFR Assets owned by the Persons being acquired) in all subsequent Acquisitions in such fiscal year must equal or exceed 70% of the aggregate consideration (including cash and non-cash consideration, any assumption of Indebtedness, deferred purchase price and any Earn Out Obligations) paid by the Borrowers and Contributing Guarantors for all such subsequent Acquisitions in order for any such Acquisition to be a Permitted Acquisition.
“Permitted Bond Hedge Transactions” means one or more call or capped call options (or substantively equivalent derivative transaction) relating to PRA Group, Inc.’s common stock (or other securities or property following a merger event or other change of the common stock of PRA Group, Inc.) purchased by PRA Group, Inc. in connection with the issuance of any Permitted Convertible Notes; provided that the purchase price for such Permitted Bond Hedge Transactions, less the proceeds received by PRA Group, Inc from the sale of any related Permitted Warrant Transactions, does not exceed the net proceeds received by PRA Group, Inc from the issuance of such Permitted Convertible Notes in connection with such Permitted Bond Hedge Transactions.
“Permitted Convertible Notes” means, collectively, the Existing Permitted Convertible Notes and the Add-On Permitted Convertible Notes.
“Permitted Liens” means, at any time, Liens in respect of property of any Loan Party permitted to exist at such time pursuant to the terms of Section 8.01.
“Permitted Purchase Obligations” means any Indebtedness incurred by a Permitted Purchase Obligations SPV to finance or refinance the acquisition of performing, sub-performing or charged-off accounts, loans, receivables, mortgages, debentures or claims or other similar assets or instruments or portfolios thereof (including through the use of Right to Collect Accounts) purchased by such Permitted Purchase Obligations SPV, whether directly or through the acquisition of the Equity Interests of any Person owning such assets or otherwise, in an aggregate principal amount not exceeding (at the time of the incurrence of such Permitted Purchase Obligations, together with any other Indebtedness represented by Permitted Purchase Obligations and then outstanding), the lesser of (A) $200,000,000 and (B) 20.0% of the Estimated Remaining Collections attributable to the Asset Pools of any Contributing Guarantor, calculated in good faith on a pro forma basis by management as of the date of purchase of such performing, sub-performing or charged-off accounts, loans, receivables, mortgages, debentures or claims or other similar assets or instruments or such portfolios (including through the use of Right to Collect Accounts), provided that: (i) except for the granting of a Lien described in Section 8.01(w), no portion of any Permitted Purchase Obligations or any other obligations (contingent or otherwise) of the applicable Permitted Purchase Obligations SPV (a) is guaranteed or secured by PRA Group, Inc.
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or any other Subsidiary, (b) is recourse to or obligates PRA Group, Inc. or any other Subsidiary in any way, or (c) subjects any property or asset of PRA Group, Inc. or any other Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof; (ii) neither PRA Group, Inc. nor any other Subsidiary has any obligation to maintain or preserve the applicable Permitted Purchase Obligations SPV’s financial condition or cause such entity to achieve certain levels of operating results; (iii) such Permitted Purchase Obligation is secured (if at all) only over the assets of, and Equity Interests of, the relevant Permitted Purchase Obligations SPV (and not, for the avoidance of doubt, over any bank accounts or any other assets of any Loan Party); (iv) no collections with respect to Permitted Purchase Obligations shall be paid into a bank account owned by the Borrower or a Contributing Guarantor into which Asset Pool Proceeds relating to any Asset Pools of any Contributing Guarantor are paid (or, if such collections relating to Permitted Purchase Obligations are paid into such a bank account, they are moved promptly and within 2 Business Days to a bank account of the relevant Permitted Purchase Obligations SPV) and (v) the consent (not to be unreasonably withheld or delayed) of the Administrative Agent shall be required in relation to any acquisition of performing, sub-performing or charged-off accounts, loans, receivables, mortgages, debentures or claims or other similar assets or instruments or such portfolios (including through the use of Right to Collect Accounts) purchased by a Permitted Purchase Obligations SPV from a Contributing Guarantor.
“Permitted Purchase Obligations SPV” means a Wholly Owned Subsidiary of the Borrower (i) which engages in no activities other than the acquisition of performing, sub-performing or charged-off accounts, loans, receivables, mortgages, debentures or claims, or other similar assets or instruments or portfolios thereof (including through the use of Right to Collect Accounts), the incurrence of Permitted Purchase Obligations to finance such acquisition and any business or activities incidental or related to such business and is set up in connection with the incurrence of Permitted Purchase Obligations, (ii) to which PRA Group, Inc. or any Subsidiary contributes, loans or otherwise transfers no amounts in excess of amounts required, after giving effect to the incurrence of Permitted Purchase Obligations, to consummate the relevant purchase of assets and amounts required for incidental expenses, costs and fees for the set-up and continuing operations of such Permitted Purchase Obligations SPV, and (iii) all the Equity Interests of which is held by a Wholly Owned Subsidiary of the Borrower which holds no other material assets.
“Permitted Subordinated Debt” means, any Indebtedness that has been subordinated to the Obligations on terms and conditions, and pursuant to documents, reasonably satisfactory to Administrative Agent and Required Lenders; provided that in connection with any incurrence of Permitted Subordinated Debt: (a) upon the incurrence of such Permitted Subordinated Debt, a Responsible Officer of the Borrower shall deliver a certificate to Administrative Agent and Lenders detailing that, after giving effect to such incurrence, the Borrower shall be in pro forma compliance with all financial covenants set forth in Section 8.11; (b) the Permitted Subordinated Debt shall not contain (i) any covenants (or defaults having the same effect as a covenant) that are more restrictive than those covenants or defaults set forth herein or (ii) any cross-default provisions to the Loan Documents; (c) the other terms of such Permitted Subordinated Debt taken as a whole shall not be more restrictive than those set forth herein; (d) the lender extending such Permitted Subordinated Debt is not an Affiliate of the Borrower; (e) the terms of such Permitted Subordinated Debt shall not require any principal payments, redemption, amortization, prepayments, repurchases or defeasance prior to ninety-one (91) days after the Maturity Date; and (f) any liens securing such Permitted Subordinated Debt shall be subordinated to the Liens granted in favour of the Administrative Agent in a manner reasonably satisfactory to the Required Lenders.
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“Permitted Subordinated Note” means, Indebtedness in the form of a note between PRA Group Europe Holding S.à r.l., and PRA Group (UK) Limited in a maximum amount of $100,000,000 that has been subordinated to the Obligations on terms and conditions, and pursuant to documents, reasonably satisfactory to Administrative Agent in its sole discretion; provided that (a) upon the incurrence of such Permitted Subordinated Note, a Responsible Officer of the Borrower shall deliver a certificate to Administrative Agent and Lenders detailing that, after giving effect to such incurrence, the Borrower shall be in pro forma compliance with all financial covenants set forth in Section 8.11; (b) the Permitted Subordinated Note shall not contain (i) any covenants (or defaults having the same effect as a covenant) that are more restrictive than those covenants or defaults set forth herein, (ii) any cross-default provisions to the Loan Documents or (iii) any defaults or events of default (howsoever described) which would permit the acceleration of the maturity date of the Permitted Subordinated Note, other than on an insolvency of PRA Group (UK) Limited; (c) the other terms of such Permitted Subordinated Note taken as a whole shall not be more restrictive than those set forth herein; (d) the terms of such Permitted Subordinated Note shall not require any principal payments, redemption, amortization, prepayments, repurchases or defeasance prior to ninety-one (91) days after the Maturity Date; (e) the terms of such Permitted Subordinated Note shall not permit the payment of interest in cash and shall instead provide for any interest that becomes due and payable to be rolled up as principal for the remainder for the term of the Permitted Subordinated Note; and (f) the Permitted Subordinated Note shall be unsecured.
“Permitted Warrant Transactions” means one or more call options, warrants or rights to purchase (or substantively equivalent derivative transaction) relating to PRA Group, Inc’s common stock (or other securities or property following a merger event or other change of the common stock of PRA Group, Inc.) sold by PRA Group, Inc. substantially concurrently in connection with any purchase by PRA Group, Inc. of a related Permitted Bond Hedge Transaction.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of PRA Group, Inc. or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees, but in all cases, excluding a Multiemployer Plan.
“Platform” has the meaning specified in Section 7.02.
“Portfolio ERC Model” means the models and methodologies used by each Contributing Guarantor to account for its loan portfolios and those of its Subsidiaries, consistently with its most recent audited financial statements as of such date of determination.
“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the FRB in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent)
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or any similar release by the FRB (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.
“Pro Forma Basis” means, for purposes of calculating (a) the financial covenants set forth in Section 8.11 (including for purposes of determining the Applicable Rate), that any Disposition, Involuntary Disposition, Acquisition, acquisition of any debt portfolio or Restricted Payment shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding the date of such transaction for which the Borrower was required to deliver financial statements pursuant to Section 7.01(a) or (b) and (b) the Borrowing Base in connection with the delivery of a Pro Forma Borrowing Base Certificate, that any acquisition of any debt portfolio shall be deemed to have occurred as of the first day of the most recent month preceding the date of such transaction for which the Borrower was required to deliver a Borrowing Base Certificate pursuant to Section 7.02(b). In connection with the foregoing, (a) with respect to any Disposition or Involuntary Disposition, income statement and cash flow statement items (whether positive or negative) attributable to the property disposed of shall be excluded to the extent relating to any period occurring prior to the date of such transaction, (b) with respect to any Acquisition, (i) income statement items attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for PRA Group, Inc. and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements or other information reasonably satisfactory to the Administrative Agent and (ii) any Indebtedness incurred or assumed by PRA Group, Inc or any Subsidiary (including the Person or property acquired) in connection with such transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination and (c) Estimated Remaining Collections and Eligible Asset Pools, shall be calculated to include the debt portfolios acquired during such month and designated in the applicable Pro Forma Borrowing Base Certificate.
“Pro Forma Borrowing Base Certificate” means a certificate of a Responsible Officer of the Borrower in the form of Exhibit I, containing reasonably detailed calculations of the Borrowing Base as of the most recent month end for which the Borrower was required to deliver a Borrowing Base Certificate pursuant to Section 7.02(b), but giving effect to an acquisition of debt portfolios by a Contributing Guarantor; provided that (a) any such acquisition must be for an aggregate purchase price of at least Ten Million Dollars ($10,000,000) with respect to any acquisition of debt portfolios for which a Borrowing Base Certificate is delivered and (b) no more than four (4) Pro Forma Borrowing Base Certificates may be delivered per calendar year in connection with the delivery of a Borrowing Base Certificate.
    “Pro Forma Compliance Certificate” means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 as of the most recent fiscal quarter end for which the Borrower was required to deliver financial statements pursuant to Section 7.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.
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“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
“Public Lender” has the meaning specified in Section 7.02.
“Purchase Agreement” means the agreement between any Contributing Guarantor and any Asset Pool Seller for the purchase of an Asset Pool.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
“Qualified Cash” means, at any time of determination, the aggregate balance sheet amount of unrestricted cash and, to the extent readily monetized, Cash Equivalents included in the consolidated balance sheet of PRA Group Inc. and its Subsidiaries as of such time that (i) is free and clear of all Liens other than Liens in favour of the Administrative Agent and non-consensual Permitted Liens, (ii) may be applied to payment of the Obligations under the Loan Documents without violating any law, contract or other agreement, (iii) is on deposit with one or more financial institutions in the United States or Canada and (iv) maintained in an account with the Administrative Agent or subject to a deposit account control agreement, in form and substance reasonably acceptable to Administrative Agent, in favour of Administrative Agent.
“Qualified ECP Guarantor” means at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
“Qualifying Lender” means, in respect of a Borrower incorporated in Luxembourg, a Lender which: (a) fulfils the conditions imposed by Luxembourg Laws in order for a payment of interest not to be subject to (or as the case may be, to be exempt from) any Tax Deduction; (b) is a Treaty Lender; or (c) is otherwise entitled to receive payments of interest under this Agreement or any of the Loan Documents without any Tax Deduction.
“Receivable” shall mean a purchased account established for (a) a bank credit card, (b) a retail credit card, (c) a consumer instalment loan, (d) an auto loan, (e) a line of credit, (f) a commercial loan or any other loan, (g) any right to payment associated with life settlements, (h) any indebtedness related to the provision of goods or services or (i) subject to the approval of the Administrative Agent (such consent not to be unreasonably withheld or delayed), any claim, right to payment or recovery or indebtedness or similar item evidencing past or future payment obligations of any type which can be evaluated and valued by the Contributing Guarantors’ models, in each case purchased by any Contributing Guarantor and any reasonable extension or expansion thereof, as set forth and described in a Purchase Agreement, and all unpaid balances due with respect to such Receivable, together with (to the extent available) all documents evidencing such agreement to make payment of such unpaid balances, including, without limitation, each credit card application or agreement, and each promissory note, receivable, obligation, chattel paper, payment agreement, contract, instalment sale agreement or other obligation or promise to pay, all as described and referred to in a Purchase Agreement.
“Recipient” means the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.
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“Recoveries Applied to Negative Allowance” means the measurement of recoveries minus portfolio income in accordance with ASC 326 and pursuant to GAAP.
“Reference Rate Supplement” means, in relation to any currency, a document which:
(a)    is agreed in writing by the Borrower, the Administrative Agent (in its own capacity) and the Administrative Agent (acting on the instructions of the Required Lenders);
(b)    specifies for that currency the relevant terms which are expressed in this Agreement to be determined by reference to Reference Rate Terms; and
(c)    has been made available to the Borrower and each Lender.
“Reference Rate Terms” means, in relation to:
(a)    a currency;
(b)    a Loan in that currency;
(c)    an Interest Period for that Loan (or other period for the accrual of commission or fees in a currency); or
(d)    any term of this Agreement relating to the determination of a rate of interest in relation to such a Loan,
the terms set out for that currency, and (where such terms are set out for different categories of Loan or accrual of commission or fees in that currency) for the category of that Loan or accrual, in Schedule 2.02(a) (Reference Rate Terms) or in any Reference Rate Supplement.
“Register” has the meaning specified in Section 11.06(c).
“Regulations” has the meaning specified in Section 6.26.
“Regulation D” means Regulation D of the FRB, as in effect from time to time and all official rulings and interpretations thereunder or thereof.
“Regulation U” means Regulation U of the FRB, as in effect from time to time and all official rulings and interpretations thereunder or thereof.
“Regulation X” means Regulation X of the FRB, as in effect from time to time and all official rulings and interpretations thereunder or thereof.
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
“Relevant Governmental Body” means (a) with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, the FRB or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the FRB or the Federal Reserve Bank of New York, or any successor thereto and (b) with respect to a Benchmark Replacement in respect of Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, any Alternative Currency, (1) the central bank for the Alternative Currency in which such Obligations, interest, fees, commissions or other amounts are denominated, or calculated with respect to, or any central bank or other supervisor which is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (2) any working group or committee officially endorsed or convened by (A) the central bank for the Alternative Currency in which such Obligations, interest, fees, commissions or other amounts are denominated, or calculated with respect to, (B) any central bank or other supervisor that is responsible for supervising either (i) such Benchmark Replacement or (ii) the administrator of such Benchmark Replacement, (C) a group of those central banks or other supervisors or (D) the Financial Stability Board or any part thereof.
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“Relevant Market” means the market specified as such in the applicable Reference Rate Terms.
“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty-day notice period has been waived.
“Request for Credit Extension” means with respect to a Borrowing or continuation of Loans, a Loan Notice.
“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.
“Rescindable Amount” has the meaning as defined in Section 2.12(b)(ii).
“Reserves” means reserves for amounts which rank or are capable of ranking in priority to the Liens granted to the Administrative Agent to secure the Obligations being, at the date of this Agreement and subject to the mechanic set out in Section 7.10, (i) GBP3,500,000 for the UK Guarantor, (ii) GBP1,600,000 for PRA Group UK Portfolios Ltd and (iii) the amount set out in the Joinder Agreement for any other Contributing Guarantor.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Responsible Officer” means (i) with respect to PRA Group Inc., the chief executive officer, president, chief financial officer, treasurer, senior vice president – global controller, general counsel or other authorized signatory of PRA Group Inc., (ii) with respect to the Borrower, any manager (gérants) or any other authorized signatory of the Borrower and (iii) with respect to any Loan Party other than PRA Group Inc or the Borrower, any director or other authorized signatory of the applicable Loan Party, and (iv) in respect of any Loan Party, any other officer or employee so designated by any of the foregoing officers for such Loan Party in a notice to the Administrative Agentor any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower or the applicable Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower or the applicable Loan Party. In each case, to the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and appropriate authorization documentation, in form and substance satisfactory to the Administrative Agent.
“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of any Loan Party, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or on account of any return of capital (including any repayment of share premium or any repayment out of the account 115) to any Loan Party’s stockholders, partners or members (or the equivalent Person thereof), or any setting apart of funds or property for any of the foregoing.
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“Revaluation Date” shall mean (i) the date of the Borrowing of each Loan and (ii) the last Business Day of each calendar month, and (iii) any additional date as the Administrative Agent may determine at any time when an Event of Default is continuing.
“Revolving Commitment” means, as to each Revolving Lender, its obligation to make Revolving Loans to the Borrower pursuant to Section 2.01, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Revolving Lender’s name on Schedule 2.01, in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in any agreement pursuant to Section 2.02(i) hereof to which such Lender is a party, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“Revolving Exposure” means the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender.
    “Revolving Lender” means each Lender with a Revolving Commitment.
“Revolving Loan” has the meaning specified in Section 2.01(a) and, where applicable, includes Revolving Loans that have been converted into ABR Loans or CBR Loans pursuant to the terms of this Agreement.
“RFR” means, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Dollars, Term SOFR, and (b) Sterling, the rate specified as such in the applicable Reference Rate Terms.
“RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such Borrowing.
“RFR Business Day” means, for any Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, (a) Dollars, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities, (b) Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London; provided, that for purposes of notice requirements in Sections 2.02(a) and 2.05(a)(i), in each case, such day is also a Business Day.
“RFR Loan” means a Compounded Rate Loan or a Term SOFR Loan, as the context may require.
“Right to Collect Account” means a performing, sub-performing or charged-off account, loan, receivable, mortgage, debenture or claim or other similar asset or instrument that is owned by a Person that is not PRA Group, Inc. or one of its Subsidiaries (a “Third Party”) and in respect of which (a) such Third Party is unable or unwilling to dispose of the relevant performing, sub-performing or charged-off account, loan, receivable, mortgage, debenture or claim or other similar asset or instrument to a Contributing Guarantor; and (b) a Contributing Guarantor is entitled to collect and retain substantially all of the amounts due under such performing, sub-performing or charged-off account, loan, receivable, mortgage, debenture or claim or other similar asset or instrument, or to receive amounts equivalent thereto.
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“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.
“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in any other Agreed Currency, same day or other funds as may be determined by the Administrative Agent to be customary in the place of disbursement or payment for the settlement of international banking transactions in such Agreed Currency.
“Sanctions” means any international economic, trade or financial sanctions laws, regulations, embargoes, restrictive measures or other similar measures enacted, administered, imposed or enforced by the United States government (including, without limitation, OFAC), the United Nations Security Council, the European Union and its member states, Her Majesty’s Treasury or other relevant sanctions authority.
“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“Servicer” means the Initial Servicer and any other entity appointed by PRA Group UK Portfolios Ltd which fulfils the role of master servicer (howsoever described) under any Servicing Agreement and who is fully authorised and able to fulfil such a master servicing role in the applicable jurisdiction in which PRA Group UK Portfolios Ltd or any other Contributing Guarantor operates.
“Servicing Agreement” means the Initial Servicing Agreement and any other servicing agreement (howsoever described) entered into in addition to or in replacement of the Initial Servicing Agreement between, amongst others, any Contributing Guarantor and an entity fulfilling the role of Servicer in relation to some or all of the Receivables in the Asset Pools.
“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and (e) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
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“Specified Loan Party” means any Loan Party or Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 19 of the AGG Guaranty Agreement).
“Sterling” or “£” mean the lawful currency of the United Kingdom.
“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of PRA Group, Inc..
“Super-Majority Lenders” means Lenders having Total Credit Exposures representing more than 66 2/3% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Super-Majority Lenders at any time.
“Swap Bank” means (a) any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to a Swap Contract with any Loan Party, (b) any Lender on the First Amendment and Restatement Effective Date or Affiliate of such Lender that is party to a Swap Contract with any Loan Party in existence on the First Amendment and Restatement Effective Date, in each case to the extent permitted by Section 8.03(d) and (c) the Existing Swap Bank.
“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
“Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender), in each case, only to the extent representing an obligation of the obligor thereunder.
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“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on a balance sheet under GAAP. For the avoidance of doubt, “Synthetic Leases” shall not include operating leases.
“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.
“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.
“Tax” or “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Tax Deduction” means a deduction or withholding for or on account of Taxes from a payment under this Agreement or any of the Loan Documents, other than a FATCA Deduction.
“Term SOFR” means, for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) RFR Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding RFR Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding RFR Business Day is not more than three (3) RFR Business Days prior to such Periodic Term SOFR Determination Day, provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.
“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).
“Term SOFR Borrowing” means, as to any Borrowing, the Loans bearing interest at a rate based on Term SOFR comprising such Borrowing.
“Term SOFR Loan” means a Loan that bears interest at a rate based on Term SOFR.
“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR and published by the Term SOFR Administrator.
“Threshold Amount” means $75,000,000.
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“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments and Revolving Exposure of such Lender at such time.
“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans.
“Treasury Management Agreement” means any agreement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned cheque concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.
“Treasury Management Bank” means (a) any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to a Treasury Management Agreement with any Loan Party and (b) any Lender on the First Amendment and Restatement Effective Date or Affiliate of such Lender that is a party to a Treasury Management Agreement with any Loan Party in existence on the First Amendment and Restatement Effective Date.
“Treaty Lender” means with respect to the jurisdiction of incorporation of the Borrower, a Lender which: (a) is treated as a resident of a Treaty State for the purposes of the Treaty; (b) does not carry on a business in the jurisdiction of incorporation of the Borrower through a permanent establishment with which that Lender’s participation in a Loan is effectively connected; and (c) fulfils any other conditions which must be fulfilled under a Treaty by residents of that Treaty State for such residents to obtain full exemption from taxation on interest imposed by that Treaty State on interest payable to them in respect of an advance under any of the Loan Documents, except that for this purpose it shall be assumed that there is no special relationship between the Borrower and the Lender or between both of them and another person and that the following are satisfied: (i) any condition which relates (expressly or by implication) to the amounts or terms of any Loan or terms of the Loan Documents; and (ii) the completion of any necessary procedural formalities.
“Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with the jurisdiction of incorporation of the Borrower which makes provision for full exemption from tax imposed by the jurisdiction of incorporation of the Borrower on interest.
“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to (i) the Eurocurrency Rate, (ii) the Compounded Reference Rate (iii) the Term SOFR or (iv) ABR.
“UCC” means the Uniform Commercial Code, as in effect from time to time, in New York.
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Guarantors” means each of PRA Group (UK) Limited and PRA Group UK Portfolios Ltd.
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“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“UK Security Agreement” means the security agreement governed by English law and dated 7 April 2022 between the Administrative Agent and the UK Guarantors relating to all assets of the entities party thereto from time to time as chargors as the same may be modified or amended from time to time, together with any other security agreements governed by English law and granted in favour of the Administrative Agent in relation to the Obligations from time to time.
“UK Shares Charge” means the shares charge governed by English law and dated 7 April 2022 between the Administrative Agent and PRA Group Europe Holding S.à r.l. relating to the shares in PRA Group (UK) Limited as the same may be modified or amended from time to time, together with any other shares charge governed by English law and granted in favour of the Administrative Agent in relation to the Obligations from time to time.
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
“Undisclosed Administration” means, in relation to a Lender or its direct or indirect parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian, or other similar official by a supervisory or authority or regulator under or based on the law in the country where such Lender or such parent company is subject to home jurisdiction, if applicable law requires that such appointment not be disclosed.
“United Kingdom” or “UK” means the United Kingdom of Great Britain and Northern Ireland.
“United States” and “U.S.” mean the United States of America.
    “Unused Fee” has the meaning specified in Section 2.09(a).
“U.S. Credit Facility” means that certain credit agreement dated as of May 5, 2017 (as may be amended, modified, supplemented, released, discharged, extended, restated or amended and restated from time to time) by and among, amongst others, PRA Group, Inc. as borrower, certain of its Subsidiaries as guarantors and Truist Bank, as administrative agent, L/C issuer and swing line lender.
“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.
“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).
“VAT” means (a) any value added tax imposed by the United Kingdom’s Value Added Tax Act 1994, (b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) and (c) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraphs (a) or (b), or imposed elsewhere.
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“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.
“Wholly Owned Subsidiary” means any Person 100% of whose Equity Interests are at the time owned by the specified entity directly or indirectly through other Persons 100% of whose Equity Interests are at the time owned, directly or indirectly, by the specified entity.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
1.02    Other Interpretive Provisions.
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto”, “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all real and personal property and tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
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(b)    In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”
(c)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
(d)    Wherever the phrase “to the knowledge of any Loan Party” or words of similar import relating to the knowledge or the awareness of any Loan Party are used in this Agreement or any other Loan Document, such phrase shall mean and refer to the actual knowledge of a Responsible Officer of any Loan Party acting diligently and in good faith.
(e)    Any requirement under this Agreement that a matter be appropriate, satisfactory or acceptable to the Administrative Agent (or any words of similar import) shall mean, in each case, the Administrative Agent acting reasonably. Any requirement under this Agreement that requires the determination, judgment or discretion of the Administrative Agent (or any concept of similar import) shall require the Administrative Agent to make such determination, judgment or discretion (or any concept of similar import) in good faith in the exercise of reasonable (from the perspective of a secured creditor) creditor business judgment.
(f)    All references to the “payment in full” of the Obligations or “as long as any of the Obligations shall be outstanding” or words of similar import shall mean to exclude any (i) contingent indemnification obligations, (ii) contingent expense reimbursement obligations and (iii) obligations under Treasury Management Agreements or Swap Contracts.
(g)    All references to the payment of fees and expenses of the Administrative Agent or any Lender (other than counsel fees and expenses) shall mean the reasonable and documented out-of-pocket fees; and, with respect to the fees and expenses of counsel, shall mean the reasonable and documented out-of-pocket fees and expenses of one outside law firm in each relevant jurisdiction for the Administrative Agent and Lenders collectively (and, in the event of any actual or potential conflict of interest, one additional counsel for each Lender subject to such conflict), any necessary local counsel and shall not include any fees or expenses of internal counsel to the Administrative Agent or any Lender.
(h) Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company or limited partnership, or an allocation of assets to a series of a limited liability company or limited partnership (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company or limited partnership shall constitute a separate Person hereunder (and each division of any limited liability company or limited partnership that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).
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(i)    [Reserved].
(j)    A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.
(k)    Any Reference Rate Supplement relating to a currency overrides anything relating to that currency in:
(i)    Schedule 2.02(a) (Reference Rate Terms); or
(ii)    any earlier Reference Rate Supplement.
(i)    A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate overrides anything relating to that rate in:
(i)    Schedule 2.02(b) (Daily Non-Cumulative Compounded RFR Rate); or
(ii)    any earlier Compounding Methodology Supplement.
(m)    The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.
(n)    In this Agreement, any reference to:
(i)    an administration or dissolution includes, without limitation, bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de la faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), general settlement with creditors, reorganization, winding up or similar laws affecting the rights of creditors generally;
(ii)    a receiver, administrative receiver, administrator or the like includes, without limitation, a juge délégué, commissaire, juge-commissaire, liquidateur or curateur;
(iii)    a lien or security interest includes any hypothèque, nantissement, gage, privilège, sûreté réelle, droit de retention and any type of real security in rem (sûreté réelle) or agreement or arrangement having a similar effect and any transfer of title by way of security;
(iv)    by-laws or constitutive documents includes its up-to-date (restated) articles of association (statuts coordonnés);
(v)    a person being unable to pay its debts includes that person being in a state of cessation of payments (cessation de paiements); and
(vi)    a director or a manager includes an administrateur or a gérant.
1.03    Accounting Terms.
(a) Generally. Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP or IFRS applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements provided prior to the date of this Agreement; provided, however, that calculations of Attributable Indebtedness under any Synthetic Lease or the implied interest component of any Synthetic Lease shall be made by PRA Group, Inc. in accordance with accepted financial practice and consistent with the terms of such Synthetic Lease.
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(b)    Changes in GAAP or IFRS. If at any time any change in GAAP or IFRS would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or IFRS (subject to the approval of the Required Lenders); provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS (as applicable) prior to such change therein.
(c)    Calculations. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 8.11 (including for purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis.
(d)    FASB ASC 825 and FASB ASC 470-20. Notwithstanding the above, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of PRA Group, Inc. and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.
1.04    Rounding.
Any financial ratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
1.05    Exchange Rates; Currency Equivalents.
(a)    The Administrative Agent shall determine the Dollar Equivalent amounts of Borrowings and Outstanding Amounts denominated in each other Agreed Currency. Such Dollar Equivalent shall become effective as of the date of a Borrowing or continuation and shall be the Dollar Equivalent of such amounts until the date of the subsequent Borrowing or continuation. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of each other Agreed Currency for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent.
(b)    Wherever in this Agreement in connection with a Borrowing, continuation or prepayment of an RFR Loan or Eurocurrency Rate Loan, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Loan is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent.
(c)    Without prejudice to the generality of the above, the Administrative Agent shall calculate the Dollar Equivalent of all outstanding Loans on each Revaluation Date.
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Such Dollar Equivalent shall become effective for all purposes under this Agreement (including, without limitation, for calculating the Total Revolving Outstandings) as of such Revaluation Date until the next Revaluation Date to occur.
1.06    [Reserved].
1.07    [Reserved].
1.08    Times of Day.
Unless otherwise specified, all references herein to times of day shall be references to London time (British Summer Time or Greenwich Mean Time, as applicable).
1.09    [Reserved].
1.10    Third Party Rights.
(a)    Unless expressly provided to the contrary in a Loan Document a person who is not a party to such Loan Document has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or enjoy the benefit of any term of such Loan Document except that there is an exception to this in relation to Section 11.04(b) and (d).
(b)    Notwithstanding any term of any Loan Document, the consent of any person who is not a party to such Loan Document is not required to rescind or vary any Loan Document at any time.
1.11    Rates.
The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the ABR, the Term SOFR Reference Rate, Term SOFR, the Compounded Reference Rate, the Eurocurrency Rate or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the ABR, the Term SOFR Reference Rate, Term SOFR, the Compounded Reference Rate, the Eurocurrency Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR or a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, the impact of which may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

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ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS
2.01    Commitments.
Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower in the Agreed Currencies from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the Total Revolving Outstandings plus the outstanding amount of all Incremental Equivalent Debt (only to the extent secured by all or a portion of the Collateral on a pari passu basis with the Obligations) shall not exceed the Borrowing Base, and (iii) the Revolving Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Subject to Sections 3.02 and 3.03, Revolving Loans may be (i) with respect to Revolving Loans denominated in Dollars, Term SOFR Loans, (ii) with respect to Revolving Loans denominated in Euros, Eurocurrency Rate Loans or (iii) with respect to Revolving Loans denominated in Sterling, Compounded Rate Loans, in each case as further provided herein.
2.02    Borrowings and Continuations of Loans.
(a)    Each Borrowing, and each continuation of a Loan shall be made upon the Borrower’s irrevocable notice (subject to Section 3.03(c)) to the Administrative Agent, and shall be given by a Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (London time) (i) in the case of a Term SOFR Borrowing, three (3) RFR Business Days prior to the date of the requested Borrowing, (ii) in the case of a Compounded Rate Loan, three (3) RFR Business Days prior to the date of the requested Borrowing, and (iii) in the case of a Eurocurrency Rate Borrowing, three (3) Eurocurrency Banking Days prior to the date of the requested Borrowing.
(b)    Subject to Section 3.03, each Borrowing shall be comprised (A) in the case of Borrowings denominated in Dollars, entirely of Term SOFR Loans, (B) in the case of Borrowings denominated in Euros, entirely of Eurocurrency Rate Loans, and (C) in the case of Borrowings denominated in Sterling, entirely of Compounded Rate Loans, in each case as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
(c) Each Borrowing in any Agreed Currency shall be in an aggregate amount of the Dollar Equivalent of $2,000,000 or a larger multiple of the Dollar Equivalent of $1,000,000; provided that a Borrowing in any Agreed Currency may be in an aggregate amount that is equal to the entire unused balance of the Commitments.
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(d)    Each Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing, or a continuation of Loans, (ii) the requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day), (iii) the requested Agreed Currency and principal amount of Loans to be borrowed or continued and (iv) the duration of the Interest Period with respect thereto.
(e)    If the Borrower fails to deliver a timely and complete Loan Notice prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, the Borrower shall be deemed to have selected that such Borrowing shall automatically be continued, bearing interest at a rate based upon the Compounded Reference Rate, Eurocurrency Rate or Term SOFR, as applicable, and with an Interest Period of one month at the end of such Interest Period. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as such Event of Default is continuing, (i) no outstanding Borrowing may be continued and (ii) unless repaid as provided herein, each Borrowing shall automatically be converted to a request for the Borrowing of a CBR Loan in the applicable Alternative Currency or an ABR Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of any Borrowing in an Alternative Currency) at the end of the applicable Interest Period therefor.
(f)    Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount and currency of its Applicable Percentage of the applicable Loans, and if no timely notice of a continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any continuation of Revolving Loans, as described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m. (London time) on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Credit Extension, Section 5.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either at the option of the Borrower by wire transfer of such funds to the Borrower or otherwise in accordance with instructions provided to (and acceptable to) the Administrative Agent by the Borrower.
(g)    [Reserved].
(h)    After giving effect to all Borrowings, and all continuations of Loans as the same Type, there shall not be more than 12 Interest Periods in effect with respect to all Loans at any time.
(i)    The Borrower may at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent, increase the Commitments in an aggregate amount not to exceed $200,000,000 less the original principal amount of any Incremental Equivalent Debt (such that the Commitments will in no event exceed an aggregate total of $925,000,000); provided that:
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(A)    any such increase shall be in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof, or such other integral amount as the Administrative Agent may agree in its reasonable discretion;
(B)    no Default or Event of Default shall exist and be continuing at the time of any such increase;
(C)    no existing Lender shall be under any obligation to increase its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion;
(D)    (1) any new Lender shall join this Agreement by executing such joinder documents reasonably required by the Administrative Agent and/or (2) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Administrative Agent; and as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the date of such increase signed by a Responsible Officer of such Loan Party (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (2) in the case of the Borrower, certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article VI and the other Loan Documents are true and correct in all material respects on and as of the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.02(i), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01, and (y) no Default or Event of Default exists; and
(E)    Schedule 2.01 shall be deemed revised to include any increase in the Aggregate Revolving Commitments pursuant to this Section 2.02(i) and to include thereon any Person that becomes a Lender pursuant to this Section 2.02(i).
(j)    Cashless Settlement Mechanism. Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.
2.03    [Reserved].
2.04    [Reserved].
2.05    Prepayments.
(a)    Voluntary Prepayments.
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(i)    Revolving Loans. The Borrower may, upon written notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be in substantially the form attached hereto as Exhibit M or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer and received by the Administrative Agent (i) in the case of prepayment of a Term SOFR Borrowing, not later than 11:00 a.m. (London time) three (3) RFR Business Days before the date of prepayment, (ii) in the case of prepayment of a Compounded Rate Borrowing, not later than 11:00 a.m. (London time) three (3) RFR Business Days before the date of prepayment, (iii) in the case of prepayment of a Eurocurrency Rate Borrowing, not later than 11:00 a.m. (London time) three (3) Eurocurrency Banking Days before the date of prepayment or (iv) in the case of prepayment of an ABR Loan or any CBR Loan, not later than 11:00 a.m. (London time) one Business Day before the date of prepayment; and (B) any such prepayment shall be in a principal amount of the Dollar Equivalent of $2,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date, currency and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, it shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding the foregoing, any such notice of a voluntary prepayment may be conditioned upon the happening or occurrence of a specified event, the proceeds of which are intended to be used to prepay such outstanding Loans, and thereafter revoked in the event that such specified event does not occur, or modified to extend the proposed prepayment, by not more than five (5) Business Days (or such longer postponement as reasonably agreed by the Administrative Agent). Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.06. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. No more than four voluntary prepayments of Compounded Rate Loans at a time other than at the end of an Interest Period shall be made in any 12 month period (provided always that the Administrative Agent may agree in writing to additional voluntary prepayments in any 12-month period in its discretion).
(b)    Mandatory Prepayments of Loans.
(i) Revolving Commitments. If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans in an aggregate amount equal to such excess.
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(ii)    Dispositions. The Borrower shall prepay the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds of all Dispositions (other than Dispositions of debt portfolios (including, without limitation, any repurchase or substitution of any individual Receivable pursuant to the terms of a Purchase Agreement), NFR Assets or other assets in the ordinary course of business) to the extent such Net Cash Proceeds are not (x) reinvested in Eligible Assets within 270 days of the date of such Disposition or (y) committed to be invested in Eligible Assets within 270 days of the Borrower’s receipt of the Net Cash Proceeds from such Disposition and actually invested in such Eligible Assets within 365 days of the Borrower’s receipt of the Net Cash Proceeds from such Disposition; provided, however, the Borrower shall be permitted to retain Net Cash Proceeds from Dispositions to the extent such Net Cash Proceeds do not exceed $3,000,000 in the aggregate in any fiscal year. Any prepayment pursuant to this clause (ii) shall be applied as set forth in clause (vi) below.
(iii)    Debt Issuances. Promptly upon receipt by any Loan Party (other than PRA Group, Inc.) of the Net Cash Proceeds of any Debt Issuance, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds (such prepayment to be applied as set forth in clause (vi) below).
(iv)    Extraordinary Receipts. The Borrower shall prepay the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds of all Extraordinary Receipts to the extent such Net Cash Proceeds are not (x) reinvested in Eligible Assets within 270 days of such Extraordinary Receipt or (y) committed to be invested in Eligible Assets within 270 days of the Borrower’s receipt of the Net Cash Proceeds from such Extraordinary Receipt and actually invested in such Eligible Assets within 365 days of the Borrower’s receipt of the Net Cash Proceeds from such Extraordinary Receipt; provided, that the Borrower shall not be required to repay Extraordinary Receipts pursuant to this clause (iv) unless it shall have received aggregate Net Cash Proceeds of Extraordinary Receipts in excess of $3,000,000 at any time. Any prepayment pursuant to this clause (iv) shall be applied as set forth in clause (vi) below.
(v)    Borrowing Base. If for any reason 100% of the Total Revolving Outstandings plus the outstanding amount of all Incremental Equivalent Debt (only to the extent secured by all or a portion of the Collateral on a pari passu basis with the Obligations) at any time exceed the Borrowing Base, the Borrower shall, immediately following delivery of the relevant Borrowing Base Certificate, prepay Revolving Loans in an aggregate amount equal to such excess.
(vi)    Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.05(b) shall be applied rateably to the Revolving Loans without a corresponding permanent reduction of the Commitment.
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All prepayments under this Section 2.05(b) shall be subject to Section 3.06, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. Prepayments pursuant to this Section 2.05 shall not result in a permanent reduction in the Commitments in respect of any Revolving Loans so prepaid.
(vii)    [Reserved].
2.06    Termination or Reduction of Revolving Commitments.
(a)    Optional Reductions. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments or from time to time the Borrower may permanently reduce the Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) any such notice of optional commitment termination or optional commitment reduction may be conditioned upon the happening or occurrence of a specified event, the proceeds of which are intended to be used to refinance such commitments, and thereafter revoked in the event that such specified event does not occur, or modified to extend the proposed termination or reduction date, by no more than five (5) Business Days (or such longer postponement as reasonably agreed by the Administrative Agent).
(b)    [Reserved].
(c)    Notice. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Aggregate Revolving Commitments under this Section 2.06. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees in respect of the applicable Commitments accrued until the effective date of any termination of the applicable Commitments shall be paid on the effective date of such termination.
2.07    Repayment of Loans.
The Borrower shall repay to the applicable Lenders on the Maturity Date, the aggregate outstanding principal amount of all Revolving Loans of the Revolving Lenders.
2.08    Interest.
(a) Subject to the provisions of subsection (b) below, (i) each Term SOFR Loan shall bear interest at a rate per annum equal to the Term SOFR for the Interest Period therefor plus the Applicable Rate, (ii) each Eurocurrency Rate Loan shall bear interest at a rate per annum equal to the applicable Eurocurrency Rate for the Interest Period therefor plus the Applicable Rate, (iii) each Compounded Rate Loan shall bear interest at a rate per annum equal to the Compounded Reference Rate therefor plus the Applicable Rate, (iv) each ABR Loan shall bear interest at the rate per annum equal to the ABR plus the Applicable Rate and (v) each CBR Loan shall bear interest at the rate per annum equal to the Central Bank Rate plus the Applicable Rate.
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(b)    (i)    If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws until such amount is paid or the failure to pay such amount when due is waived.
(ii)    Upon the request of the Required Lenders, if any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws until such amount is paid or the failure to pay such amount when due is waived.
(iii)    Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws until such Event of Default is waived or cured.
(iv)    Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c)    Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
(d)    If any day during an Interest Period for a Compounded Rate Loan is not an RFR Business Day, the rate of interest on that Compounded Rate Loan for that day will be the rate applicable to the immediately preceding RFR Business Day
(e)    If any provision of this Agreement or of any of the other Loan Documents would obligate the Borrower or any Guarantor to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by such Lender of interest at a criminal rate then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of interest at a criminal rate.
(f) In connection with the use or administration of any Benchmark, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of any Benchmark.
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(g)    The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for a Term SOFR Borrowing or a Eurocurrency Rate Borrowing upon determination of such interest rate.
(h)    The Administrative Agent shall promptly upon a Compounded Rate Interest Payment being determinable notify:
(i)    the Borrower of that Compounded Rate Interest Payment;
(ii)    each Lender of the proportion of that Compounded Rate Interest Payment which relates to that Lender’s participation in the relevant Compounded Rate Loan; and
(iii)    the Lenders and the Borrower of each applicable rate of interest relating to the determination of that Compounded Rate Interest Payment.
(i)    The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any ABR Loan or CBR Loan upon determination of such interest rate.
(j)    [Reserved].
(k)    Nothing in paragraphs (g) to (i) shall require the Administrative Agent to make any notification to the Borrower or any Lender on a day which is not a Business Day.
(l)    The aggregate amount of any accrued interest, commission or fee which is, or becomes, payable by a Loan Party under a Loan Document shall be rounded to 2 decimal places.
2.09    Fees.
(a) Unused Fee. (i) the Borrower shall pay to the Administrative Agent, for the account of each Revolving Lender in accordance with its Applicable Percentage, an unused line fee at a rate per annum equal to the product of (A) the Applicable Rate times (B) the actual daily amount by which the Aggregate Revolving Commitments exceed the Outstanding Amount of Revolving Loans, subject to adjustment as provided in Section 2.15 (the “Unused Fee”). The Unused Fee shall accrue from and including the date on which the conditions precedent in Section 5.01 have been satisfied (or waived) and at all times thereafter during the Availability Period, including at any time during which one or more of the conditions in Section 5.02 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the date on which the conditions precedent in Section 5.01 have been satisfied (or waived), on the date of any reduction of the Revolving Commitments and on the Maturity Date; provided, that (A) no Unused Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Unused Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Unused Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
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(b)    Fee Letter. The Borrower shall pay to the Administrative Agent fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall be non-refundable for any reason whatsoever.
2.10    Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.
(a)    All computations of (i) interest shall be made on the basis of a year of 360 days (or in the case of interest computed by reference to the ABR or interest on any Loan denominated in Sterling, such interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)), and (ii) fees shall be made on the basis of a year of 365 days and, in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(b)    If, as a result of any restatement of or other adjustment to the financial statements of PRA Group, Inc. or for any other reason, PRA Group, Inc. or the Lenders reasonably determine that (i) the Consolidated Senior Secured Leverage Ratio as calculated by PRA Group, Inc. as of any applicable date after the date hereof was inaccurate and (ii) a proper calculation of the Consolidated Senior Secured Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to PRA Group, Inc. under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent or any Lender), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent or any Lender, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder at the Default Rate. PRA Group, Inc.’s obligations under this paragraph shall survive the termination of the Aggregate Revolving Commitments and the repayment of all other Obligations hereunder.
2.11    Evidence of Debt.
(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
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(b)    In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
2.12    Payments Generally; Administrative Agent’s Clawback.
(a)    General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defence, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in the applicable Agreed Currency and in Same Day Funds not later than 2:00 p.m. (London time) on the date specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United Kingdom. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in any Agreed Currency (other than Dollars), the Borrower shall make such payment in Dollars in the Dollar Equivalent of the relevant payment amount in such Agreed Currency. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. (London time) shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Subject to the definition of “Interest Period”, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing and (B) in the case of a payment to be made by the Borrower in Dollars, the interest rate applicable to ABR Loans or in the case of other Agreed Currencies, in accordance with such market practice. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
CREDIT AGREEMENT
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(ii)    Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. With respect to a payment that the Administrative Agent make for the account of the Lenders hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (3) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with the banking industry rules on interbank compensation.
A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
(c)    Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.
(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).
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(e)    Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
2.13    Sharing of Payments by Lenders.
If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:
(i)    if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(ii)    the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than an assignment to PRA Group, Inc. or any Subsidiary thereof (as to which the provisions of this Section shall apply).
Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.
2.14    [Reserved].
2.15    Defaulting Lenders.
(a)    Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:
(i) Waivers and Amendment. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.
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(ii)    Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amount received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender, against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that, if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
(iii)    Certain Fees.
(A)    No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).
(b)    Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing that a Defaulting Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth
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therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages, whereupon such Lender will cease to be a Defaulting Lender; provided, that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01    Taxes.
(a)    Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.
(i)    Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.
(ii)    If any Loan Party or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.
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(iii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after such withholding or deduction has been made (including such withholdings and/or deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction for Indemnified Taxes been made. A payment shall not be increased under this Section 3.01(a)(iii) by reason of (A) a Tax Deduction imposed by the Grand Duchy of Luxembourg, if on the date on which the payment falls due the payment could have been made to the applicable Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date the Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became the Lender under this Agreement in (or in the interpretation, administration, or application of) any Laws or any published practice or published concession of any relevant taxing authority; or (B) a Tax Deduction on account of Tax imposed or withheld pursuant to the Grand Duchy of Luxembourg law of 23 December 2005, as amended, which introduces a 20 percent withholding tax on interest payments made by a paying agent established in Luxembourg to Luxembourg individual resident beneficial owners.
(b)    Payment of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes except in Luxembourg regarding registration duties (droits d’enregistrement) for any Luxembourg Tax payable due to a registration, submission or filing of this Agreement or any of the Loan Documents where such registration, submission or filing is not, or was not, required to maintain, preserve or enforce the rights of any party to this Agreement or any of the Loan Documents. Any stamp duty registration and other similar Taxes due in respect of a voluntary registration (in case of Luxembourg, which is not required to maintain, preserve or enforce the aforementioned rights) by any party to this Agreement or any of the Loan Documents will be paid by the relevant party.
(c)    Tax Indemnifications.
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(i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, except penalties or expenses that arise as a result of the bad faith, gross negligence or wilful misconduct of such Recipient as finally determined by a court of competent jurisdiction. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. This Section 3.01(c)(i) shall not apply with respect to any Tax assessed on the Lender under the law of the jurisdiction in which the Lender is incorporated or resident for tax purposes if that Tax is imposed on, or calculated by reference to, the net income received or receivable (but not any sum deemed to be received or receivable) by the Lender; or, to the extent a loss, liability or cost: (A) is compensated for by an increased payment under Section 3.01(a)(iii); (B) would have been compensated for by an increased payment under Section 3.01(a)(iii) but was not so compensated solely because the exclusions in Section 3.01(a)(iii) applied; or (C) relates to a FATCA Deduction required to be made by a Party.
(ii)    Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).
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(d) Evidence of Payments. Upon request by any Loan Party or the Administrative Agent, as the case may be, after any payment of Taxes by any Loan Party or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, each Loan Party shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.
(e)    Status of Lenders; Tax Documentation.
(i)    Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii)    Without limiting the generality of the foregoing, in the event that any Loan Party is a U.S. Person,
(A)    any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;
(B)    any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:
(I) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
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(II)    executed originals of Internal Revenue Service Form W-8ECI,
(III)    in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of any Loan Party within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable; or
(IV)    to the extent a Non-U.S. Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and indirect partner;
(C)    any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and
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(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(iii)    Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund (for the purposes of this Section 3.01(f), including any application thereof to another amount owed to the refunding Governmental Authority) of Taxes withheld or deducted from funds paid for the account of such Lender. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place the Recipient in a less favourable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any other Person.
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(g)    Value Added Tax
(i)    All amounts set out or expressed in a Loan Document to be payable by any party to any Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any party under a Loan Document and that Finance Party is required to account to the relevant tax authority for the VAT, that party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such party).
(ii)    If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Receiving Finance Party”) under a Loan Document and any party other than the Receiving Finance Party (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Receiving Finance Party in respect of that consideration):
(A)    (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Receiving Finance Party must (where this clause (A) applies) promptly pay to the Subject Party an amount equal to any credit or repayment the Receiving Finance Party receives from the relevant tax authority which the Receiving Finance Party reasonably determines relates to the VAT chargeable on that supply; and
(B)    (where the Receiving Finance Party is the person required to account to the relevant tax authority for the VAT) the Subject Party must promptly, following demand from the Receiving Finance Party, pay to the Receiving Finance Party an amount equal to the VAT chargeable on that supply but only to the extent that the Receiving Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.
(iii)    Where a Loan Document requires any party to reimburse or indemnify a Finance Party for any cost or expense, that party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
(iv) Any reference in this Section 3.01(g) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union, including but not limited to the Value Added Tax Act 1994) so that a reference to a party shall be construed as a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).
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(v)    In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must promptly provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.
(h)    Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
3.02    Illegality.
If any Law has made it unlawful, or any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to any applicable RFR, Compounded Reference Rate (including the relevant Central Bank Rate), Daily Non-Cumulative Compounded RFR Rate, Eurocurrency Rate, the Term SOFR Reference Rate or Term SOFR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to determine or charge interest rates based upon the applicable RFR, Compounded Reference Rate (including the relevant Central Bank Rate), Daily Non-Cumulative Compounded RFR, Eurocurrency Rate, the Term SOFR Reference Rate or Term SOFR, purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market then, upon notice thereof by such Lender to the Borrower through the Administrative Agent (an “Illegality Notice”), any obligation of the Lenders to make RFR Loans or Eurocurrency Rate Loans, as applicable, and any right of the Borrower to continue RFR Loans or Eurocurrency Rate Loans, as applicable, in the affected Agreed Currency or Agreed Currencies, shall be suspended, until each such affected Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, (i) convert all Term SOFR Loans denominated in Dollars to ABR Loans or (ii) convert all Compounded Reference Rate Loans or Eurocurrency Rate Loans denominated in an affected Alternative Currency to (i) CBR Loans in the affected Alternative Currency or (ii) ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency), in each case on the last day of the Interest Period therefor (or, if earlier, the last day of any applicable grace period permitted by law), if all affected Lenders may lawfully continue to maintain such Loans, as applicable, to such day, or immediately, if any Lender may not lawfully continue to maintain such Loans, as applicable, to such day. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.06.
3.03    Inability to Determine Rates.
With respect to any RFR Loan or Eurocurrency Rate Loan, subject to Section 3.04, if:
(a)    the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that:
(i) if Term SOFR, Compounded Reference Rate or Eurocurrency Rate is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, “Term SOFR”, “Compounded Reference Rate” or “Eurocurrency Rate”, as applicable, cannot be determined pursuant to the definition thereof on or prior to the first day of any Interest Period; or
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(ii)    [reserved];
(b)    [reserved]; or
(c)    the Required Lenders determine that for any reason in connection with any request for such Loan or a continuation thereof that, if Term SOFR, Compounded Reference Rate or Eurocurrency Rate is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, Term SOFR, Compounded Reference Rate or Eurocurrency Rate, as applicable, does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loan during the applicable Interest Period, and the Required Lenders have provided notice of such determination to the Administrative Agent,
then, in each case, the Administrative Agent will promptly so notify the Borrower and each applicable Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make Loans in each such Agreed Currency, and any right of the Borrower to or continue any Loan, in each such Agreed Currency, shall be suspended (to the extent of the affected RFR Loans or Eurocurrency Rate Loans or the affected Interest Periods) until the Administrative Agent (at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of or continuation of Loans in each such affected Agreed Currency (to the extent of the affected Loans or the affected Interest Periods) or, failing that, (I) in the case of any request for an affected Term SOFR Borrowing, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (II) in the case of any request for an affected Eurocurrency Rate Borrowing and Compounded Rate Loan, then such request shall be ineffective provided that if the circumstances giving rise to such notice do not affect the availability of the Central Bank Rate for any Alternative Currency, such request may, at the election of the Borrower, be made for a CBR Loan in the applicable Alternative Currency and (B)(I) any outstanding affected Term SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period and (II) any outstanding affected Eurocurrency Rate Loans and Compounded Rate Loans, at the Borrower’s election, shall either (1) be converted into CBR Loans at the end of the applicable Interest Period, (2) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of the amount in Euros or Sterling, as applicable) at the end of the applicable Interest Period or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is the earlier of (x) three Business Days after receipt by the Borrower of such notice or (y) the last day of the current Interest Period, the Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.06.
3.04    Benchmark Replacement Setting.
(a) Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (London time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 3.04(a) will occur prior to the applicable Benchmark Transition Start Date.
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(b)    In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(c)    The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.04(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.04, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 3.04.
(d)    Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if any then-current Benchmark is a term rate (including the Term SOFR Reference Rate or EURIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
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(e) Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a given Benchmark, (i) the Borrower may revoke any pending request for an RFR Borrowing of or continuation of RFR Loans, or a Eurocurrency Rate Borrowing of or continuation of Eurocurrency Rate Loans, in each case, to be made or continued during any Benchmark Unavailability Period denominated in the applicable Agreed Currency and, failing that, (A) in the case of any request for any affected Term SOFR Borrowing, if applicable, the Borrower will be deemed to have converted any such request into a request for the Borrowing of an ABR Loan or conversion to ABR Loans in the amount specified therein, and (B) in the case of any request for any affected RFR Borrowing or Eurocurrency Rate Borrowing, in each case, in an Alternative Currency, if applicable, then such request shall be ineffective provided that if the circumstances giving rise to such notice do not affect the availability of the Central Bank Rate for any Alternative Currency, such request may, at the election of the Borrower, be made for a CBR Loan in the applicable Alternative Currency; and (ii)(A) any outstanding affected Term SOFR Loans, if applicable, will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period and (B) any outstanding affected Eurocurrency Rate Loans and Compounded Rate Loans, at the Borrower’s election, shall either (I) be converted into CBR Loans at the end of the applicable Interest Period, (II) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the applicable Interest Period or (III) be prepaid in full immediately or, in the case of Eurocurrency Rate Loans, at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the earlier of (x) the date that is three Business Days after receipt by the Borrower of such notice and (y) the last day of the current Interest Period, the Borrower shall be deemed to have elected clause (I) above. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.06.
3.05    Increased Costs.
(a)    Increased Costs Generally. If any Change in Law shall:
(i)    impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;
(ii)    subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (c) through (e) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
(iii)    impose on any Lender or any applicable interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender;
and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
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(b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, such Lender, to a level below that which such Lender or such Lender’s holding company would have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.
(c)    Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a), (b) or (f) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.
(d)    Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).
3.06    Compensation for Losses.
In the event of (a) the payment of any principal of any Eurocurrency Rate Loan or Term SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Rate Loan or Term SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (c) the failure to borrow, convert, continue or prepay any RFR Loan or Eurocurrency Rate Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.06(b) and is revoked in accordance therewith), or (d) the assignment of any Term SOFR Loan or Eurocurrency Rate Loan other than on the last day of the Interest Period applicable thereto, in either case, as a result of a request by the Borrower pursuant to Section 3.07(b), then, in any such event, the Borrower shall compensate each Lender for any loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds or from any fees payable. In the case of a Term SOFR Loan or a Eurocurrency Rate Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Term SOFR Reference Rate or the Eurocurrency Rate (as applicable) that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable Agreed Currency of a comparable amount and period from other banks in the applicable offshore interbank market for such Agreed Currency, whether or not such Term SOFR Reference Rate or Eurocurrency Rate Loan (as applicable) was in fact so funded.
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A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.
3.07    Mitigation Obligations; Replacement of Lenders.
(a)    Designation of a Different Lending Office. If any Lender requests compensation under Section 3.05, or any Loan Party is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower, such Lender shall, as applicable, use commercially reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.05, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender, as the case may be, to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b)    Replacement of Lenders. If any Lender requests compensation under Section 3.05, or if any Loan Party is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.07(a), the Borrower may replace such Lender in accordance with Section 11.13.
3.08    Survival.
All of the Borrower’s obligations under this Article III shall survive termination of the Commitments, repayment of all other Obligations hereunder and resignation of the Administrative Agent.

ARTICLE IV

GUARANTY
4.01    The Guaranty.
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(a) Each of the Guarantors hereby jointly and severally guarantees to each Lender, each Swap Bank, each Treasury Management Bank and the Administrative Agent as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, or otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, or otherwise) in accordance with the terms of such extension or renewal.
(b)    [Reserved].
(c)    Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents or Swap Contracts or Treasury Management Agreements, the obligations of each Guarantor under this Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under the Debtor Relief Laws or any comparable provisions of any applicable national or state law.
4.02    Obligations Unconditional.
(a)    The obligations of the Guarantors under Section 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Loan Documents, Swap Contracts or Treasury Management Agreements, or any other agreement or instrument referred to therein, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defence of a surety or guarantor (other than the defence that the Obligations (other than contingent indemnification or expense reimbursement obligations or Obligations under Treasury Management Agreements and Swap Contracts) have been paid in full), it being the intent of this Section 4.02 that the obligations of the Guarantors hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations (other than contingent indemnification or expense reimbursement obligations or Obligations under Treasury Management Agreements and Swap Contracts) have been paid in full and the Commitments have expired or terminated.
(b)    [Reserved].
(c)    Without limiting the generality of the foregoing sections (a) and (b), it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:
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(i)    at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;
(ii)    any of the acts mentioned in any of the provisions of any of the Loan Documents, or any Swap Contract between any Loan Party and any Swap Bank, or any Treasury Management Agreement between any Loan Party and any Treasury Management Bank, or any other agreement or instrument referred to in the Loan Documents, or such Swap Contracts or such Treasury Management Agreements shall be done or omitted;
(iii)    the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents, and Swap Contract between any Loan Party and any Swap Bank, or any Treasury Management Agreement between any Loan Party and any Treasury Management Bank, or any other agreement or instrument referred to in the Loan Documents or such Swap Contracts or such Treasury Management Agreements shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise dealt with;
(iv)    any Lien granted to, or in favour of, the Administrative Agent or any Lender or Lenders as security for any of the Obligations shall fail to attach or be perfected; or
(v)    any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).
With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Loan Documents, any Swap Contract between any Loan Party and any Swap Bank, or any Treasury Management Agreement between any Loan Party and any Treasury Management Bank, or any other agreement or instrument referred to in the Loan Documents or such Swap Contracts, or such Treasury Management Agreements, or against any other Person under any other guarantee of, or security for, any of the Obligations.
(d)    Without prejudice to the generality of Section 4.02(c), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.
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4.03    Reinstatement.
(a)    The obligations of the Guarantors under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each Lender on demand for all reasonable and documented costs and expenses (including, without limitation, the reasonable and documented out-of-pocket fees, charges and disbursements of one primary outside counsel to the Administrative Agent and the Lenders, taken as a whole, and in the event of any actual or potential conflict of interest, one additional counsel for each Lender subject to such conflict) incurred by the Administrative Agent or such Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.
4.04    Certain Additional Waivers.
Each Guarantor agrees that such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant to Section 4.02 and through the exercise of rights of contribution pursuant to Section 4.06.
4.05    Remedies.
(a)    The Guarantors agree that, to the fullest extent permitted by law, as between the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, the Obligations may be declared to be forthwith due and payable as provided in Section 9.02 (and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantors for purposes of Section 4.01. The Guarantors acknowledge and agree that their obligations hereunder are secured in accordance with the terms of the Collateral Documents and that the Lenders may exercise their remedies thereunder in accordance with the terms thereof.
4.06    Rights of Contribution.
The Guarantors and the Borrower agree among themselves that, in connection with payments made hereunder, each Guarantor and the Borrower shall have contribution rights against the other Guarantors and the Borrower as permitted under applicable law. Such contribution rights shall be subordinate and subject in right of payment to the obligations of such Guarantors and the Borrower under the Loan Documents and neither the Borrower nor any Guarantor shall exercise such rights of contribution until all Obligations (other than obligations owing under Treasury Management Agreements or Swap Contracts) have been paid in full and the Commitments have terminated.
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4.07    Guarantee of Payment; Continuing Guarantee.
The guarantee given by the Guarantors in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.
4.08    Keepwell.
Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Specified Loan Party or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honour all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article IV voidable under applicable Debtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 4.08 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 4.08 to constitute, and this Section 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Loan Party for all purposes of the Commodity Exchange Act.
4.09    Guarantee Limitations.
The guarantee given by the Guarantors in this Article IV does not apply to any liability to the extent that it would result in this guarantee constituting unlawful financial assistance within the meaning of ss678 or 679 Companies Act 2006 or any equivalent and applicable provisions under the laws of incorporation of the relevant Guarantor and, with respect to any entity which becomes a Guarantor after the Closing Date, is subject to any limitations set out in the Joinder Agreement applicable to such Guarantor
4.10    Appointment of PRA Group (UK) Limited.
Each of the Loan Parties hereby appoints PRA Group (UK) Limited to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) PRA Group (UK) Limited may execute such documents and provide such authorizations on behalf of such Loan Parties as PRA Group (UK) Limited deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent or a Lender to PRA Group (UK) Limited shall be deemed delivered to each Loan Party and (c) the Administrative Agent or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by PRA Group (UK) Limited on behalf of each of the Loan Parties.

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ARTICLE V

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS; CONDITIONS SUBSEQUENT
5.01    Conditions of Initial Credit Extension.
This Agreement shall become effective upon and the obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a)    Loan Documents. Receipt by the Administrative Agent of executed counterparts of this Agreement and the other Loan Documents, each properly executed by a Responsible Officer of the signing Loan Party and, in the case of this Agreement, by each Lender, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.
(b)    Opinions of Counsel. Receipt by the Administrative Agent of opinions of legal counsel to (i) the Credit Parties, in relation to a legal opinion in relation to matters of English law (ii) the Credit Parties in relation to a Luxembourg law enforceability legal opinion, (iii) the Loan Parties in relation to a Luxembourg law capacity opinion, and (iv) the Loan Parties in relation to matters of Delaware law, in each case addressed to the Administrative Agent and each Lender, dated as of the Closing Date, and in form and substance reasonably satisfactory to the Administrative Agent.
(c)    No Material Adverse Change. There shall not have occurred a material adverse change, since December 31, 2021, in the business, assets, properties or financial condition of the Borrower and PRA Group (UK) Limited, taken as a whole.
(d)    Litigation. There shall not exist any action, suit, investigation or proceeding pending or to the knowledge of the Borrower, threatened in any court or before an arbitrator or Governmental Authority as to which there is a reasonable likelihood of an adverse determination with respect to any Loan Party and that, if adversely determined, could reasonably be expected to have a Material Adverse Effect.
(e)    Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of a certificate of a manager (administrateur), director, secretary or assistant secretary of each Loan Party, PRA Group Europe Holding S.à r.l. and PRA Group Europe Holding II S.à r.l. (which shall be an original or pdf copy (followed promptly by originals)), dated as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel attaching:
(i)    copies of the Organization Documents of each Loan Party, PRA Group Europe Holding S.à r.l. and PRA Group Europe Holding II S.à r.l. (certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization (where applicable));
(ii)    copies of the resolutions of its Board of Managers, Directors, shareholders, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party;
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(iii)    copies of such certificates or resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party, PRA Group Europe Holding S.à r.l. and PRA Group Europe Holding II S.à r.l. as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and
(iv)    copies of such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party, PRA Group Europe Holding S.à r.l. and PRA Group Europe Holding II S.à r.l. is duly organized or formed, and is validly existing, in good standing (where applicable) and qualified to engage in business in its jurisdiction or state (as applicable) of organization, formation or incorporation; in respect of a Loan Party incorporated in Luxembourg: (1) a certified extract (extrait) from the Luxembourg Companies Register dated not earlier than two (2) Business Days prior to the date of this Agreement, certified by an authorized signatory of the relevant Loan Party, and (2) a certified negative certificate (certificat de non-inscription d’une décision judiciaire) from the Luxembourg Companies Register in respect of the relevant Loan Party and dated not earlier than two (2) Business Days prior to the date of this Agreement, stating that no judicial decision has been registered with the Luxembourg Companies Register by application of article 13, items 2 to 12 and article 14 of the Luxembourg law dated 19 December 2002 relating to the register of commerce and companies, certified by an authorized signatory of the relevant Loan Party.
(f)    Perfection and Priority of Liens. Receipt by the Administrative Agent of the following:
(i)    searches of any relevant security registers in the jurisdiction of formation or incorporation of each Loan Party or where a filing would need to be made in order to perfect the Administrative Agent’s security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens, including, in respect of the Borrower, a copy of its shareholders’ register reflecting the recording therein of the Lux Share Pledge Agreement;
(ii)    all relevant filings, notifications, acknowledgements or financing statements, as applicable, for each appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Administrative Agent’s security interest in the Collateral; and
(iii)    to the extent not already in possession of the Administrative Agent, all certificates evidencing any certificated Equity Interests pledged to the Administrative Agent pursuant to the UK Shares Charge, together with duly executed in blank and undated stock powers attached thereto,
(g)    Evidence of Insurance. Receipt by the Administrative Agent of copies of insurance policies or certificates of insurance of the Loan Parties (other than PRA Group Inc.) evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents.
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(h)    Borrowing Base Certificate. Receipt by the Administrative Agent of a Borrowing Base Certificate for the month ended February 28, 2022.
(i)    Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that (i) the conditions specified in Sections 5.01(c) and (d) and Sections 5.02(a) and (b) have been satisfied and (ii) the Borrower and PRA Group (UK) Limited (after giving effect to the transactions contemplated hereby and the incurrence of Indebtedness related thereto) are Solvent on a consolidated basis.
(j)    U.S. Credit Facility. Evidence that the U.S. Credit Facility has been amended to enable the Loan Parties to enter into the Loan Documents and to perform their obligations under them without being in breach of the restrictive covenants set out in the U.S. Credit Facility.
(k)    Fees. Receipt by the Administrative Agent and the Lenders of any fees required to be paid on or before the Closing Date.
(l)    Attorney Costs. Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
(m)    European Multicurrency Revolving Credit Facility. (a) Evidence that the European Multicurrency Revolving Credit Facility has been amended to enable the Loan Parties to enter into the Loan Documents and to perform their obligations under them without being in breach of the restrictive covenants set out in the European Multicurrency Revolving Credit Facility and (b) evidence that all Liens granted over the assets of PRA Group (UK) Limited (including, without limitation, over the shares in the UK Guarantor) have been released and terminated.
(n)    Know your customer. Completion of, and compliance with, all applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.
(o) PSC register. In respect of each company incorporated in the United Kingdom whose shares are the subject of the Collateral Documents (a “Charged Company”), either (A) a certificate of an authorised signatory of PRA Group, Inc. certifying that (x) it and each of its Subsidiaries has complied within the relevant timeframe with any notice it has received pursuant to Part 21A Companies Act 2006 from that Charged Company and (y) no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B Companies Act 2006) has been issued in respect of those shares, together with a copy of the “PSC register” (within the meaning of section 790C(10) Companies Act 2006) of that Charged Company, which is certified by an authorised signatory of PRA Group, Inc. to be correct, complete and not amended or superseded as at a date no earlier than the date of this Agreement, or (B) a certificate of an authorised signatory of PRA Group, Inc. certifying that such Charged Company is not required to comply with Part 21A Companies Act 2006.
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(p)    Financial Statements. The Lenders shall have received (i) audited consolidated financial statements of (x) PRA Group, Inc. and its Subsidiaries on a consolidated basis for the fiscal year ending 2021 and (y) PRA Group (UK) Limited for the fiscal year ending 2020 and (ii) satisfactory projections through to the end of the fiscal year December 31, 2024.
Without limiting the generality of the provisions of the last paragraph of Section 11.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
5.02    Conditions to all Credit Extensions.
The obligation of each Lender to honour any Request for Credit Extension is subject to the following conditions precedent:
(a)    The representations and warranties of the Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01.
(b)    No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.
(c)    The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.
Each Request for Credit Extension submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.
5.03    Conditions Subsequent
[Reserved]

ARTICLE VI

REPRESENTATIONS AND WARRANTIES
The Loan Parties represent and warrant to the Administrative Agent and the Lenders that:
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6.01    Existence, Qualification and Power.
Each Loan Party (a) is duly organized or formed, validly existing and (where such concept is applicable) in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
6.02    Authorization; No Contravention.
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not (a) violate the terms of any of such Person’s Organization Documents; (b) violate (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law in any material respect (including, without limitation, Regulation U or Regulation X issued by the FRB) except in each case referred to in clauses (b)(i) and (b)(ii), to the extent that such conflict, breach, creation, payment or violation could not reasonably be expected to have a Material Adverse Effect.
6.03    Governmental Authorization; Other Consents.
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, any Loan Party, or the admissibility in evidence, of this Agreement or any other Loan Document in each Loan Party’s jurisdiction of incorporation other than (a) those that have already been obtained and are in full force and effect, (b) filings to perfect the Liens created by the Collateral Documents and (c) those that the failure to obtain could not reasonably be expected to have a Material Adverse Effect.
6.04    Binding Effect.
Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms (subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting the enforceability of creditors rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies whether in a proceeding at law or in equity).
6.05    Financial Statements; No Material Adverse Effect.
(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of PRA Group, Inc. and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of PRA Group, Inc. and its Subsidiaries as of the date thereof which would be required to be disclosed by GAAP.
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(b)    Each set of audited financial statements of PRA Group (UK) Limited provided pursuant to Section 5.01(p) were prepared in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of PRA Group (UK) Limited as of the date thereof and its results of operations for the period covered thereby in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of PRA Group (UK) Limited as of the date thereof which would be required to be disclosed by IFRS.
(c)    From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by any Loan Party, or any Involuntary Disposition, of any material part of the business or property of the Loan Parties and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material to the Loan Parties, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.
(d)    (i) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of PRA Group, Inc. and its Subsidiaries as of the dates thereof and for the periods covered thereby and (ii) the financial statements delivered pursuant to Section 7.01(c) and (d) have been prepared in accordance with IFRS (except as may otherwise be permitted under Section 7.01(c) and (d)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the financial condition, results of operations and cash flows of PRA Group (UK) Limited and its Subsidiaries on a consolidated basis as of the dates thereof and for the periods covered thereby.
(e)    Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
6.06    Litigation.
    There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties, threatened or contemplated, in arbitration or before any court or Governmental Authority, by or against any Loan Party or against any of their properties or revenues (a) that purport to materially and adversely affect this Agreement or any other Loan Document, or any of the transactions contemplated hereby or (b) as to which there is a reasonable likelihood of an adverse determination with respect to such Loan Party and that, if adversely determined, could reasonably be expected to have a Material Adverse Effect.
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6.07    No Default.
(a)    No Loan Party is in default under or with respect to any Contractual Obligation that could reasonably be expected to have a Material Adverse Effect.
(b)    No Default has occurred and is continuing.
6.08    Ownership of Property; Liens.
Each Loan Party has good, valid and marketable title to all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of each Loan Party is subject to no Liens, other than Permitted Liens.
6.09    Environmental Compliance.
Except as could not reasonably be expected to have a Material Adverse Effect:
(a)    Each of the Facilities and all operations of any Loan Party at the Facilities are in compliance with all applicable Environmental Laws, and there is no violation by them of any applicable Environmental Law with respect to the Facilities or the Businesses, and to the knowledge of the Loan Parties there are no conditions relating to the Facilities or the Businesses that would likely give rise to the liability of any Loan Party under any applicable Environmental Laws.
(b)    To the knowledge of the Loan Parties, none of the Facilities contains, or has previously contained, any Hazardous Materials at, on or under the Facilities in amounts or concentrations that constitute or constituted a violation by a Loan Party of, or would likely give rise to liability of any Loan Party under, applicable Environmental Laws.
(c)    No Loan Party has received any written notice of, or written inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Facilities or the Businesses, nor does any Responsible Officer of any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened.
(d)    No Loan Party, or to the knowledge of any Loan Party, any other Person, has transported or disposed of Hazardous Materials from the Facilities, or generated, treated, stored or disposed of Hazardous Materials at, on or under any of the Facilities or any other location, in each case in violation of, or in a manner that would be reasonably likely to give rise to the liability of any Loan Party under any applicable Environmental Law.
(e)    No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Loan Parties, threatened, under any Environmental Law against any Loan Party nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to any Loan Party or the Businesses.
(f) To the knowledge of the Loan Parties, there has been no release or threat of release of Hazardous Materials arising from or related to the operations (including, without limitation, disposal) of any Loan Party in connection with the Facilities or otherwise in connection with the Businesses, in violation of or in amounts or in a manner that would likely give rise to the liability of any Loan Party under Environmental Laws.
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6.10    Insurance.
The properties of the Loan Parties are insured with insurance companies that the Borrower believes are financially sound and reputable (and are not Affiliates of the Loan Parties), in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party operates. The insurance coverage of the Loan Parties as in effect on the First Amendment and Restatement Effective Date is outlined as to carrier, policy number, expiration date, type, amount and deductibles on Schedule 6.10.
6.11    Taxes.
Except as disclosed in PRA Group, Inc.’s Form 10Q or Form 10K filings with the SEC prior to the Closing Date, the Loan Parties have filed all national, federal and state income and other material tax returns and reports required to be filed, and have paid all national, federal and state income and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against any Loan Party that would, if made, have a Material Adverse Effect. No Loan Party is party to any tax sharing agreement as of the Closing Date.
6.12    ERISA Compliance; Pensions.
(a)    There are no pending or, to the knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any applicable Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.
(b) (i) [reserved]; (ii) no ERISA Event has occurred and neither PRA Group, Inc. nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan; (iii) PRA Group, Inc. and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iv) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Internal Revenue Code) is sixty percent (60%) or higher, other than for any Pension Plan with respect to which the failure to attain such percentage would not reasonably be expected to result in a Material Adverse Effect; (v) neither PRA Group, Inc. nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums and there are no premium payments which have become due that are unpaid; (vi) neither PRA Group, Inc. nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vii) no Pension Plan or Multiemployer Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PGBC to institute proceedings under Title IV of ERISA to terminate any such Pension Plan or Multiemployer Plan in any case, other than the occurrence of any event or condition described in this Section 6.12(b) that has not resulted or could not reasonably be expected to result in a Material Adverse Effect.
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(c)    Except as would not reasonably be expected to result in a Material Adverse Effect, (i) each Plan is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other applicable national, federal or state laws; (ii) each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favourable determination, opinion or advisory letter from the Internal Revenue Service to the effect that the form of such Pension Plan is qualified under Section 401(a) of the Internal Revenue Code (or an application for such a letter has been sent to be processed by the Internal Revenue Service) and to the knowledge of the Loan Parties, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status
(d)    The Borrower represents and warrants as of the First Amendment and Restatement Effective Date that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans as Collateral or to satisfy the Borrower’s obligations under the Loans or the Commitments.
None of the Loan Parties or any of their Affiliates is or has at any time been (i) an employer (for the purposes of sections 38 to 51 of the United Kingdom’s Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the United Kingdom’s Pensions Schemes Act 1993) or (ii) “connected” with or an “associate” (as those terms are used in sections 38 and 43 of the United Kingdom’s Pensions Act 2004) of such an employer.
6.13    Subsidiaries.
Set forth on Schedule 6.13 is a complete and accurate list as of the First Amendment and Restatement Effective Date of each Subsidiary of any Loan Party, together with (i) jurisdiction of formation, (ii) number and percentage of outstanding shares of each class owned by any Loan Party or any Subsidiary and (iii) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. The outstanding Equity Interests of each Subsidiary of any Loan Party is validly issued and, to the extent applicable, fully paid and non-assessable.
6.14    Margin Regulations; Investment Company Act.
(a)    The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 8.01 or Section 8.05 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 9.01(e) will be margin stock.
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(b)    No Loan Party incorporated in the United States is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
6.15    Disclosure.
No written report, certificate or other information (other than projections, pro forma financial information and information of a general economic or industry nature) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender on or before the Closing Date in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document, as and when furnished, taken as a whole, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained therein not materially misleading, in light of the circumstances under which such statements were made and after giving effect to any updates of the written reports, certificates or other information provided to the Administrative Agent or any Lender from time to time. With respect to projected financial information, pro forma financial information and information of a general economic or industry nature, the Loan Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made, it being understood and recognized by the Administrative Agent and the Lenders, that projections, by their nature, are inherently uncertain and subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and no assurances are being given by the Loan Parties that the results reflected in such projections will be achieved, that actual results may differ and that such differences may be material.
6.16    Compliance with Laws.
Each Loan Party is in compliance with the requirements of all Laws applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
6.17    Intellectual Property; Licenses, Etc.
Each Loan Party owns all of the trademarks, service marks, trade names, copyrights, patents, patent rights and other intellectual property rights (collectively, “IP Rights”) that they purport to own and all contracts pursuant to which any Loan Party are granted rights from a third party to use IP Rights material to its business are valid and binding, except, in each case, where failure to own such rights or possess such valid and binding contractual rights could not reasonably be expected to have a Material Adverse Effect. Set forth on Schedule 6.17 is a list of all IP Rights registered or pending registration with the United States Copyright Office, the United States Patent and Trademark Office or the European Patent Office and owned by each Loan Party (other than PRA Group, Inc.) as of the First Amendment and Restatement Effective Date. Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, (i) no claim has been asserted and is pending by any Person against any Loan Party before any Governmental Authority challenging or questioning the use by any Loan Party of any IP Rights or the validity or effectiveness of any IP Rights owned by any Loan Party, nor does any Loan Party know of any reasonable basis for such claim, and, (ii) to the knowledge of the Loan Parties, the use of any IP Rights by any Loan Party or the granting of a right or a license in respect of any IP Rights by any Loan Party does not infringe on the rights of any Person.
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As of the First Amendment and Restatement Effective Date, none of the IP Rights owned by any of the Loan Parties is subject to any licensing agreement or similar arrangement except for trademark licenses granted to Affiliates of Loan Parties in the ordinary course of business and implied licenses granted by any Loan Party to third parties in the ordinary course of business in connection with the sale, lease or transfer of products or as set forth on Schedule 6.17.
6.18    Solvency.
The Borrower and the Contributing Guarantors are Solvent on a consolidated basis.
6.19    Perfection of Security Interests in the Collateral.
Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws affecting creditors’ rights generally, the provisions of the Collateral Documents create valid and effective security interests in, and Liens on, the Collateral purported to be covered thereby, upon (i) the filing of appropriate financing statements (if any) or registration forms in the applicable financing offices (including in the case of the UK Guarantors, Companies House in the United Kingdom), (ii) the taking possession or control by the Administrative Agent of collateral with respect to which a security interest may be perfected only by possession or control, (iii) the filing or recording of mortgages, if any, in the applicable recording offices or registries, (iv) the recording in the shareholders’ register of the Borrower of the Lux Share Pledge Agreement, and (v) any equivalent notification requirements in relation to the Norwegian Account Pledge Agreement, in each case, together with the payment of any applicable filing fees.
6.20    Business Locations.
Set forth on Schedule 6.20(a) is the tax payer identification number (or equivalent, if any) and company or other organizational identification number of each Loan Party as of the First Amendment and Restatement Effective Date. The exact legal name and state or other jurisdiction of organization of each Loan Party is as set forth on the signature pages hereto. Except as set forth on Schedule 6.20(b), no Loan Party has during the five years preceding the First Amendment and Restatement Effective Date (i) changed its legal name, (ii) changed its state or other jurisdiction of formation, or (iii) been party to a merger, consolidation or other change in structure.
6.21    Labour Matters.
There are no collective bargaining agreements or Multiemployer Plans covering the employees of any Loan Party as of the Closing Date and no Loan Party has suffered any strikes, walkouts, work stoppages or other material labour difficulty within the last five years.
6.22    OFAC; Anti-Corruption Laws.
(a)    No Loan Party, nor, to the knowledge of any Loan Party, any director, officer, employee, agent or representative thereof, (i) is located, organized or residing in any Designated Jurisdiction, (ii) is a Person on OFAC’s list of “Specially Designated Nationals and Blocked Persons”, Her Majesty’s Treasury’s Consolidated List of Financial Sanctions Targets and Investment Ban List or any similar list enforced by another relevant Sanctions authority or (iii) subject to any Sanctions. The Loan Parties will not directly or, to the knowledge of the Loan Parties, after due inquiry, indirectly, use the proceeds of the Loans for the purpose of financing the activities of any Person that is the subject of, or in any country or territory that at such time is the subject of, any Sanctions.
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(b)    The Loan Parties have conducted their business in all material respects in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation applicable to the Loan Parties in other jurisdictions.
6.23    Servicing.
Each Receivable included in a Borrowing Base Certificate is in compliance with the criterion set out in limb (d) of the definition of Eligible Asset Pools and/or Insolvency Eligible Asset Pools (as applicable).
6.24    Affected Financial Institution.
No Loan Party is an Affected Financial Institution.
6.25    [Reserved].
6.26    Centre of Main Interests and Establishments
For the purposes of Regulation (EU) 2015/848 of 20 May 2015 on insolvency proceedings (recast) or the Insolvency (England and Wales) Rules 2016 (as applicable) (together, the “Regulations”), the centre of main interest (as that term is used in the Regulations) of each Loan Party (other than PRA Group, Inc.) is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used the Regulations) in any other jurisdiction.
6.27    DAC-6
No transaction contemplated by the Loan Documents nor any transaction to be carried out in connection with any transaction contemplated by the Transaction Documents meets any hallmark set out in Annex IV of the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU.

ARTICLE VII

AFFIRMATIVE COVENANTS
    So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than obligations owing under Treasury Management Agreements or Swap Contracts) the Loan Parties (provided that, for the purposes of this Article VII, the term “Loan Party” shall not include PRA Group, Inc., except where expressly stated) shall:
7.01    Financial Statements.
Deliver to the Administrative Agent:
(a) upon the earlier of the date that is ninety days after the end of each fiscal year of PRA Group, Inc. or the date such information is filed with the SEC, a consolidated balance sheet of PRA Group, Inc. and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (it being understood that such financial statements and opinions may be furnished if included therein, in the form of PRA Group, Inc.’s annual report on Form 10-K and any related annual report filed with the SEC);
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(b)    upon the earlier of the date that is forty-five days after the end of each of the first three fiscal quarters of each fiscal year of PRA Group, Inc. or the date such information is filed with the SEC, a consolidated balance sheet of PRA Group, Inc. and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal quarter and for the portion of PRA Group, Inc.’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of PRA Group, Inc. as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of PRA Group, Inc. and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes (it being understood that such financial statements may be furnished if included therein, in the form of PRA Group, Inc.’s quarterly report on Form 10-Q filed with the SEC);
(c)    upon the earlier of the date that is two hundred and seventy (270) days after the end of each fiscal year of PRA Group, Inc. or the date such information is filed with Companies House the annual consolidated audited financial statements of PRA Group (UK) Limited (consolidating, without limitation, PRA Group UK Portfolios Ltd), prepared in accordance with IFRS, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and
(d)    no later than the date that is ninety days after the end of each fiscal year of PRA Group, Inc. a balance sheet of each Contributing Guarantor as at the end of such fiscal year, and the related statements of income or operations, all in reasonable detail and prepared in accordance with GAAP and certified by a director of the relevant Contributing Guarantor as fairly presenting the financial condition of that Contributing Guarantor as at the date as to which those financial statements were drawn up.
7.02    Certificates; Other Information.
Deliver to the Administrative Agent:
(a)    concurrently with the delivery of the financial statements referred to in Sections 7.01(a), (b), (c) and (d), (i) a duly completed Compliance Certificate signed by a Responsible Officer of PRA Group, Inc. and (ii) an Asset Pool Report;
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(b)    within thirty days after the end of each calendar month beginning with the calendar month ending March 31, 2022, a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower;
(c)    no more than ninety days after the end of each fiscal year of PRA Group, Inc., beginning with the fiscal year ending December 31, 2022, an annual business plan and budget of PRA Group, Inc. and its Subsidiaries for such fiscal year;
(d)    promptly after the same are filed with the SEC, copies of each annual report, proxy or financial statement or other report or communication sent to the equity holders of PRA Group, Inc., and copies of all annual, regular, periodic and special reports and registration statements which a Loan Party may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(e)    promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or written recommendations submitted to the board of directors (or the audit committee of the board of directors) of PRA Group, Inc. by independent accountants in connection with the accounts or books of PRA Group, Inc. or any Subsidiary, or any audit of any of them;
(f)    promptly, such additional information regarding the business, financial or corporate affairs of any Loan Party, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time reasonably request;
(g)    concurrently with the delivery of the financial statements referred to in Section 7.01(a), a certificate of a Responsible Officer of the Borrower (i) listing (A) all applications by any Loan Party (other than PRA Group, Inc.), if any, for Intellectual Property (as such term as defined in the UK Security Agreement) made since the date of the prior certificate (or, in the case of the first such certificate, the Closing Date), (B) all issuances of registrations or letters on existing applications by any Loan Party (other than PRA Group, Inc.)for Intellectual Property (as such term as defined in the UK Security Agreement) received since the date of the prior certificate (or, in the case of the first such certificate, the Closing Date), and (C) all Intellectual Property (as such term as defined in the UK Security Agreement) entered into by any Loan Party (other than PRA Group, Inc.)since the date of the prior certificate (or, in the case of the first such certificate, the Closing Date) and (ii) attaching the insurance binder or other evidence of insurance for any insurance coverage of any Loan Party (other than PRA Group, Inc.) that was renewed, replaced or modified during the period covered by such financial statements; and
(h) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws, and, with respect to any Beneficial Ownership Certification delivered to any Lender, promptly after a Responsible Officer of the Borrower has knowledge notify the Administrative Agent of any change in the information provided that would result in a change to the list of beneficial owners identified in such certification.
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(i)    To the extent any Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, an updated Beneficial Ownership Certification promptly following any change in the information provided in the Beneficial Ownership Certification delivered to any Lender in relation to such Loan Party that would result in a change to the list of beneficial owners identified in such certification.
Documents required to be delivered pursuant to Section 7.01(a) or (b) or Section 7.02 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which PRA Group, Inc. posts such documents, or provides a link thereto on PRA Group, Inc.’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on PRA Group, Inc.’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: if notifications are no longer provided by the SEC’s website, PRA Group, Inc. shall notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.
The Borrower hereby acknowledges that (a) the Administrative Agent may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to PRA Group, Inc. or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to PRA Group, Inc. or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated as “Public Side Information.”
If and to the extent Data Protection Laws apply to personal data processed (as defined in the relevant Data Protection Laws) by any party in connection with the performance of their obligations under, or in connection with, the Loan Documents, where a Loan Party has provided personal data (as defined in the relevant Data Protection Laws) to the Administrative Agent and/or the Lenders, it hereby confirms that it has provided all notices required to, and obtained all consents (if required by the relevant Data Protection Laws) from, data subjects (as defined in the relevant Data Protection Laws) to enable the use, disclosure and processing of such personal data (as defined in the relevant Data Protection Laws) by the relevant Loan Party, the Administrative Agent and the Lenders in accordance with their respective obligations under applicable Data Protection Laws for the purposes contemplated under the Loan Documents.
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7.03    Notices.
(a)    Promptly after a Responsible Officer of the Borrower has knowledge thereof, notify the Administrative Agent of the occurrence of any Default (provided that if such Default is subsequently cured within the time periods set forth herein, the failure to provide notice of such default shall not itself result in an Event of Default hereunder).
(b)    Promptly after a Responsible Officer of the Borrower has knowledge thereof, notify the Administrative Agent of any matter that has resulted, or to any Loan Party’s knowledge, could reasonably be expected to result in a Material Adverse Effect.
(c)    Promptly after a Responsible Officer of the Borrower has knowledge thereof, notify the Administrative Agent of the occurrence of any ERISA Event that could reasonably be expected to result in liability to any Loan Party in excess of the Threshold Amount.
(d)    Promptly notify the Administrative Agent of any material change in accounting policies or financial reporting practices by PRA Group, Inc. or any Loan Party (other than as required by Law, GAAP or IFRS).
Each notice pursuant to this Section 7.03(a) through (d) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the applicable Loan Party has taken and proposes to take with respect thereto. Each notice pursuant to Section 7.03(a) shall describe with reasonable particularity any and all provisions of this Agreement and any other Loan Document that have been breached.
7.04    Payment of Obligations.
Pay and discharge, as the same shall become due and payable, all its material obligations and liabilities, including (a) all material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP or, in the case of the UK Guarantors, IFRS are being maintained by the Loan Party; and (b) all lawful claims which, if unpaid, would by law become a Lien upon its property (other than a Permitted Lien).
7.05    Preservation of Existence, Etc.
(a)    Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.04 or 8.05.
(b)    [reserved].
(c) Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary in the operation of its business as then being conducted, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.
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(d)    Preserve or renew all of its material registered patents, copyrights, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.
7.06    Maintenance of Properties.
(a)    Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business as then being conducted in good working order and condition, ordinary wear and tear and Involuntary Dispositions excepted.
(b)    Make all necessary repairs thereto and renewals and replacements thereof, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
7.07    Maintenance of Insurance.
    Maintain in full force and effect insurance (including worker’s compensation insurance (where applicable), liability insurance, casualty insurance and business interruption insurance) with insurance companies that the Borrower believes to be financially sound and reputable and are not Affiliates of any Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party operates. Each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, that it will give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be altered or cancelled.
7.08    Compliance with Laws.
Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
7.09    Books and Records.
(a)    Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP and, where relevant, IFRS in all material respects consistently applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party, as the case may be.
(b)    Maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Loan Party, as the case may be.
7.10    Inspection Rights; Calculation of Reserves
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(a) Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants and at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower and subject to reasonable requests for confidentiality, including as may be required by Law or contract; provided, however, that unless an Event of Default exists, the Borrower shall not be required to pay expenses relating to more than one inspection by the Administrative Agent in any calendar year; provided further, that the applicable Loan Party may, at its option, have one or more employees or representatives present at any inspection, examination or discussion; provided further that when an Event of Default has occurred and is continuing the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice.
(b)    At the same time as the Compliance Certificate provided with the financial statements referred to in Section 7.01(c), the Borrower shall provide the Administrative Agent with a revised calculation of the applicable Reserves for each Contributing Guarantor (such calculation to take account of all then-current local Laws in relation to priority creditors), together with all relevant information it used to calculate the amount of the Reserves in relation to each Contributing Guarantor. In the event that the Administrative Agent confirms in writing that any revised calculations are satisfactory to it (acting reasonably), such revised figures, shall replace the then-current amount of Reserves in relation to the applicable Contributing Guarantor(s).
7.11    Use of Proceeds.
Use the proceeds of the Credit Extensions (a) to refinance certain existing intercompany Indebtedness, (b) to finance working capital, capital expenditures, Permitted Acquisitions and the purchase of debt portfolios and (c) for other general corporate purposes, provided that in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any Loan Document.
7.12    Additional Subsidiaries.
Within thirty (30) days (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) after the acquisition or formation of any Subsidiary of the Borrower or any Contributing Guarantor:
(a)    notify the Administrative Agent thereof in writing, together with the (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) number and percentage of outstanding shares of each class owned (directly or indirectly) by the Borrower or the applicable Contributing Guarantor and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and
(b) (unless agreed otherwise in writing by the Administrative Agent) cause such Person which becomes a Subsidiary of the Borrower or any Contributing Guarantor to (i) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other documents as the Administrative Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent documents of the types referred to in Sections 5.01(e) and (f) and (iii) deliver to the Administrative Agent documents in compliance with the requirements set out in Section 7.14 and if reasonably requested by the Administrative Agent, opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form and content reasonably satisfactory to the Administrative Agent, provided that none of the Permitted Purchase Obligations SPVs shall be required to become a Guarantor with respect to a Loan Party's Obligations under the Loan Documents.
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7.13    ERISA Compliance; Pensions.
(a)    Do, and cause each of its ERISA Affiliates to make all required contributions to any Pension Plan subject to Section 412, Section 430 or Section 431 of the Internal Revenue Code.
(b)    Ensure that no Loan Party or any of its Affiliates becomes an employer (for the purposes of sections 38 to 51 of the United Kingdom’s Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the United Kingdom’s Pension Schemes Act 1993) or “connected” with or an “associate” of (as those terms are used in sections 38 or 43 of the United Kingdom’s Pensions Act 2004) such an employer.
7.14    Pledged Assets.
(a)    Equity Interests. Within thirty (30) days (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion) after the acquisition or formation of any Subsidiary by the Borrower or any Contributing Guarantor (unless otherwise agreed by the Administrative Agent pursuant to Section 7.12(b)), cause 100% of the issued and outstanding Equity Interests of each such Subsidiary to be subject at all times to a first priority (subject to Permitted Liens), valid and effective Liens in favour of the Administrative Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Collateral Documents, together with opinions of counsel and any filings and deliveries necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.
(b) Other Property. (i) in the case of the Borrower, cause all of its Equity Interest, bank accounts into which proceeds of the Facility and/or any intercompany loans are paid and interests in intercompany loans permitted under Section 8.02(c) to be subject at all times to first priority (subject to Permitted Liens), valid and effective Liens in favour of the Administrative Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens, (ii) in the case of any Contributing Guarantor, cause all of its owned and leased personal property and its Equity Interest to be subject at all times to first priority (subject to Permitted Liens), valid and effective Liens in favour of the Administrative Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, and (iii) in each case, deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, share security governed by the appropriate governing law to the extent the Borrower or any Contributing Guarantor forms or acquires any Subsidiaries, appropriate financing statements, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) (it is understood that the Administrative Agent shall have no right to request an opinion pursuant to this Section 7.14(b) with respect to any matter or document that is already covered by another opinion issued to the Administrative Agent and that no opinion shall be required if the cost of obtaining such opinion exceeds the benefit of obtaining such opinion) and other items of the types required to be delivered pursuant to Section 5.01(f), all in form and content reasonably satisfactory to the Administrative Agent.
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(c)    Payment of Funds. Commencing on the date on which the Norwegian Account Pledge Agreement is entered into, the Borrower shall pay or procure the payment of all proceeds of the Facility and any intercompany loans (both proceeds of intercompany loans and proceeds of repayments of intercompany loans) into bank accounts which are subject to Liens in favour of the Administrative Agent.
7.15    Financial Assistance.
Each Loan Party shall comply in all respects with ss678 and 679 Companies Act 2006 and any equivalent legislation in other jurisdictions including in relation to the execution of the Collateral Documents and payment of amounts due under this Agreement.
7.16    Centre of Main Interests and Establishments
Each Loan Party (other than PRA Group, Inc.) shall ensure that it’s centre of main interests (as that term is used in the Regulations) remains in its jurisdiction of incorporation and it shall not take any action to change its centre of main interests and no such Loan Party shall create or take any steps to create an “establishment” (as that term is used in the Regulations) in any other jurisdiction (or, in each case, any equivalent provision(s) of any applicable successor to the Regulations which may apply from time to time to any of the applicable Loan Parties).
7.17    People with Significant Control regime
Each Loan Party shall (and PRA Group, Inc. shall ensure that each of its Subsidiaries will) (a) within the relevant timeframe, comply with any notice it receives pursuant to Part 21A Companies Act 2006 from any company incorporated in the United Kingdom whose shares are the subject of the Collateral Documents and promptly provide the Administrative Agent with a copy of that notice.
7.18    Servicing Termination
(a)    Each Contributing Guarantor shall promptly notify the Administrative Agent in the event that any Servicing Agreement is terminated for any reason or if any person (including any party to any Servicing Agreement) indicates an intention to terminate such Servicing Agreement.
(b) Each Contributing Guarantor which is reliant on a Servicer to provide relevant services in relation to the Receivables, shall exercise any rights it has to terminate any Servicing Agreement to which it is party in the event that the Servicer is unable to perform its obligations under the Servicing Agreement. For the avoidance of doubt, in relation to the Initial Servicing Agreement, PRA Group UK Portfolios Ltd, shall exercise its rights to terminate the Initial Servicing Agreement in the event of the occurrence of any of the circumstances set out in either clause 8.1.3 or clause 8.1.4 of the Initial Servicing Agreement; and
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(c)    No Contributing Guarantor may appoint a Servicer (other than the Initial Servicer) without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed, taking into account such Contributing Guarantor’s regulatory requirements).

ARTICLE VIII

NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than obligations owing under Treasury Management Agreements or Swap Contracts) no Loan Party (provided that, for the purposes of this Article VIII, the term “Loan Party” shall not include PRA Group, Inc., except where expressly stated) shall:
8.01    Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
(a)    Liens pursuant to any Loan Document;
(b)    Liens existing on the date hereof and listed on Schedule 8.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed in any material respect, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 8.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b);
(c)    Liens for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d)    Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable for more than 60 days or, if due and payable for more than 60 days, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established;
(e)    pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation;
(f) deposits and other Liens to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
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(g)    easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h)    Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 9.01(h);
(i)    Liens securing Indebtedness permitted under Section 8.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost (negotiated on an arm’s length basis) of the property being acquired on the date of acquisition and (iii) such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;
(j)    leases or subleases granted to others not interfering in any material respect with the ordinary conduct of business of any Loan Party;
(k)    any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;
(l)    Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 8.02;
(m)    bankers’ Liens and customary rights of setoff and other similar Liens upon deposits of cash in favour of banks or other depository institutions;
(n)    Liens of a collection bank arising under Section 4-210 of the UCC (or equivalent Liens in foreign jurisdictions) on items in the course of collection;
(o)    [reserved];
(p)    Liens securing Indebtedness permitted under Section 8.03(f); provided such Liens are subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent and the Required Lenders;
(q)    Liens securing Indebtedness permitted under Sections 8.03(n);
(r)    licenses and sublicenses of intellectual property granted by any Loan Party in the ordinary course of business;
(s) Liens existing on any property or asset prior to the acquisition thereof by a Loan Party or property or asset of any Person that becomes a Subsidiary of the Borrower or any Contributing Guarantor after the date hereof prior to the time such Person becomes a Subsidiary; provided, that (i) such Lien is not created in contemplation of or in connection with such acquisition of such property or asset or Subsidiary (as applicable), (ii) such Lien shall not apply to any other property or asset of such Loan Party or Subsidiary other than proceeds of such property or asset and (iii) such Lien shall secure only those obligations (and Liens granted pursuant to any refinancing thereof provided that (A) the property covered thereby is not changed in any material respect, (B) the amount secured or benefited thereby is not increased except as contemplated by the proviso to Section 8.03(b), (C) the direct or any contingent obligor with respect thereto is not changed, and (D) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 8.03(b)) that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be;
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(t)    Liens encumbering reasonable customary deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(u)    Liens under ERISA or the Internal Revenue Code with respect to a Plan or Multiemployer Plan that do not constitute an Event of Default;
(v)    Liens arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied;
(w)    Liens securing Permitted Purchase Obligations, provided that any such Lien is only over the assets of, and Equity Interests in, the relevant Permitted Purchase Obligations SPV (and not, for the avoidance of doubt, over any bank accounts or any other assets of any Loan Party);
(x)    Liens on Right to Collect Accounts, performing accounts, sub-performing accounts, charged-off accounts, cash and bank accounts, loans, receivables, mortgages, debentures, claims or other similar assets or instruments held on trust for third parties;
(y)    Liens on insurance policies and the proceeds thereof securing the financing of insurance premiums with respect thereto;
(z)    [reserved]; and
(aa)    other Liens not permitted by clauses (a) through (y) securing Indebtedness or other obligations in an aggregate principal not to exceed the Dollar Equivalent of $5,000,000.
8.02    Investments.
Make any Investments, except:
(a)    Investments held by a Loan Party in the form of cash or Cash Equivalents;
(b)    Investments existing as of the First Amendment and Restatement Effective Date and set forth in Schedule 8.02 and any renewals, amendments or replacements thereof that do not increase the amount thereof;
(c) (i) Investments by the Borrower or any Contributing Guarantor in each other by way of intercompany loans, in each case for the purposes of making Investments permitted under Section 8.02(g) or Section 8.02(m), (ii) Investments in PRA Group, Inc. by way of intercompany loans, provided that in no event shall any Loan Party be permitted to make Investments pursuant to this clause (c)(ii) (A) if a Default or Event of Default exists prior to or after giving effect to the making of such Investments or (B) if the Consolidated Total Leverage Ratio immediately after giving effect to any such Investment pursuant to this clause (c)(ii) on a Pro Forma Basis would be greater than 3.25 to 1.0 and (iii) on or immediately following the Closing Date, an Investment by the Borrower by way of intercompany loan in PRA Group (UK) Limited for the purposes of PRA Group (UK) Limited repaying certain intercompany indebtedness in favour of PRA Group Europe Holding S.à r.l (“Closing Date Intercompany Loan 2”);
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(d)    [reserved];
(e)    Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;
(f)    Guarantees permitted by Section 8.03;
(g)    Permitted Acquisitions;
(h)    lease, utility and similar deposits made in the ordinary course of business of a Loan Party, including investments consisting of pledges and deposits permitted under Section 8.01(f);
(i)    contingent obligations with respect to any Swap Contract or hedging agreements otherwise permitted by this Agreement;
(j)    [reserved];
(k)    [reserved]:
(l)    advances to employees, officers and directors for business, travel and entertainment expenses in the ordinary course of business consistent with past practice;
(m)    Investments in Asset Pools, NFR Assets or debt portfolios in the ordinary course of business;
(n)    Investments permitted under Sections 8.03 and 8.06;
(o)    prepaid expenses in the ordinary course of business;
(p)    the creation of new Subsidiaries so long as, in the case of the Borrower and any Contributing Guarantor, the formation of such Subsidiary complies with the requirements of Section 7.12;
(q)    Investments received in connection with the bankruptcy or reorganization of suppliers or customers or other Persons and in settlement of delinquent obligation of, and disputes with, any such supplier, customer or other Person or upon foreclosure with respect to any secured Investment or other transfer of title with respect to such secured Investment;
(r)    Investments up to a maximum amount of $75,000,000 into co-investment joint venture arrangement where PRA Group UK Limited acts as servicer in relation to such arrangement and provided that all such Investments are made out of the proceeds of equity injected specifically for the purpose of making such Investment;
(s)    Investments constituting non-cash proceeds of sales, transfers and other dispositions of assets to the extent permitted under Section 8.05; and
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(t)    other Investments not permitted by clauses (a) through (s) in an aggregate amount not to exceed the Dollar Equivalent of $5,000,000, plus all cash amounts that any Loan Party has received with respect to any Investment made under this clause (t), at any time outstanding.
8.03    Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness, except:
(a)    Indebtedness under the Loan Documents;
(b)    Indebtedness of any Loan Party set forth in Schedule 8.03 and any renewals, amendments or replacements thereof; provided that the amount of such Indebtedness is not increased at the time of such renewal, amendment or replacement thereof, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;
(c)    (i) intercompany Indebtedness resulting from Investments permitted under Section 8.02(g) or Section 8.02, (ii) intercompany Indebtedness from PRA Group, Inc. provided that the proceeds of any such intercompany Indebtedness incurred by the Borrower is on-lent to a Contributing Guarantor and that, in each case, such intercompany Indebtedness is applied for the purposes set out in Section 8.02(m) and (iii) intercompany Indebtedness from PRA Group, Inc to the Borrower on or immediately following the Closing Date for the purposes of making the Closing Date Intercompany Loan 2 (“Closing Date Intercompany Loan 1”) provided that the Closing Date Intercompany Loan 1 shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent and the Required Lenders;
(d)    obligations (contingent or otherwise) of any Loan Party existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”, and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
(e) Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by any Loan Party to finance the purchase of fixed assets (including, but not limited to, vehicles, plant, equipment or computers) and renewals, refinancings and extensions thereof, provided that (i) the aggregate principal amount of all such Indebtedness incurred in any year for all such Persons taken together shall not exceed GBP 1,000,000; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing, except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;
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(f)    Permitted Subordinated Debt and the Permitted Subordinated Note;
(g)    Indebtedness in respect of worker’s compensation claims, self-insurance obligations, bankers’ acceptances and bid, performance or surety bonds issued for the account of any Loan Party;
(h)    Indebtedness arising from the honouring by a bank or other financial institution of a cheque, draft or similar instrument drawn against insufficient funds in the ordinary course of business;
(i)    Indebtedness arising in connection with the endorsement of instruments for deposit in the ordinary course of business;
(j)    Indebtedness in the form of obligations under indemnification, purchase price adjustments, incentive, non-compete, consulting, deferred compensation, earn-out obligations, early retirement or termination obligations, pension fund obligations or contributions and similar claims, obligations or contributions incurred in connection with any Permitted Acquisition, other acquisition, disposition or Investment permitted by this Agreement;
(k)    Indebtedness consisting of the financing of insurance premiums in the ordinary course of business;
(l)    Indebtedness of any Person that becomes a Subsidiary of the Borrower or a Contributing Guarantor after the Closing Date as the result of a Permitted Acquisition; provided that such Indebtedness exists at the time of any such Permitted Acquisition and is not created in contemplation or in connection with such Permitted Acquisition (and, in each case, any refinancing thereof on the terms permitted under Section 8.03(b));
(m)    Permitted Purchase Obligations;
(n)    Incremental Equivalent Debt; and
(o)    other secured and unsecured Indebtedness not permitted by clauses (a) through (n) in an aggregate principal amount not to exceed the Dollar Equivalent of $5,000,000 at any one time outstanding.
8.04    Fundamental Changes.
Merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favour of any Person without the prior written consent of the Administrative Agent, acting on the instructions of the Required Lenders, provided that if any such merger, amalgamation or consolidation would result in a Loan Party being incorporated in a jurisdiction other than its then current jurisdiction of incorporation, the prior written consent of all Lenders shall be required.
8.05    Dispositions.
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Make any Disposition unless (i) the consideration paid in connection therewith if such transaction is material shall be cash or Cash Equivalents paid contemporaneous with consummation of the transaction and shall be in an amount not less than the fair market value of the property disposed of, (ii) such transaction does not involve the sale or other disposition of a minority equity interest in any Subsidiary and (iii) beginning as of the Closing Date, the aggregate net book value of all of the assets sold or otherwise disposed of by any Loan Party in all such Dispositions occurring during any fiscal year shall not exceed the Dollar Equivalent of $10,000,000; provided, however, that the foregoing shall not apply to and the Loan Parties shall be permitted to make (A) to the extent such transactions constitute Dispositions, such Dispositions permitted under Sections 8.02, 8.04 or 8.06, and (B) Dispositions consisting of debt portfolios (including, without limitation, any repurchase or substitution of any individual Receivable pursuant to the terms of a Purchase Agreement) in the ordinary course of business.
Notwithstanding the foregoing, no Loan Party or any Subsidiary shall consummate any transaction that results in the Disposition (whether by way of any Restricted Payment, investment, Lien, sale, conveyance, transfer or other Disposition, and whether in a single transaction or a series of transactions) of intellectual property that is material to the business of the Borrower and/or the Contributing Guarantors to any Subsidiary or Affiliate of PRA Group, Inc. that is not a Loan Party; provided that the Borrower and/or the Contributing Guarantors may grant non-exclusive licenses of any intellectual property to any Subsidiary of PRA Group, Inc. that is not a Loan Party in the ordinary course of business so long as such Borrower or such Contributing Guarantor retains the beneficial ownership and the same rights to use such intellectual property as held prior to such license.
8.06    Restricted Payments.
Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:
(a)    [reserved];
(b)    (i) each Loan Party may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person and (ii) each Loan Party may issue, repurchase and/or redeem Equity Interests under any equity incentive plan, including (x) transactions in connection with a participant’s termination of employment or service, (y) the use of shares to pay the exercise price of options or (z) the use of shares to satisfy tax withholding obligations;
(c)    (i) each Contributing Guarantor may make cash dividends and distributions in an aggregate amount not exceeding an aggregate amount of the sum of (A) $15,000,000 and (B) 50% of Contributing Guarantor Net Income in any fiscal year of PRA Group, Inc.; provided, that no Default or Event of Default exists prior to or after giving effect to any such dividend or distribution; and (ii) the Borrower may make cash dividends and distributions; provided, that no Default or Event of Default exists prior to or after giving effect to any such dividend or distribution provided, further that, in each case, the foregoing shall not operate to prevent the making of dividends or distributions previously declared by any Contributing Guarantor or the Borrower so long as (A) at the declaration date, such dividend or distribution was permitted by the foregoing and (B) such dividend or distribution is consummated within the earlier of 90 days and any date under applicable Law on which such dividend or distribution must be consummated;
(d)    a one-time cash dividend by PRA Group (UK) Limited in an amount not to exceed the amount advanced to PRA Group (UK) Limited pursuant to the Permitted Subordinated Note;
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(e)    [reserved];
(f)    each Loan Party may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its stock or other Equity Interests so long as no Event of Default shall have occurred and be continuing at the time of such purchase, redemption or acquisition;
(g)    [reserved];
(h)    any Restricted Payment made in connection with Permitted Purchase Obligations; and
(i)    No Restricted Payment permitted by the terms of (a) to (h) above may be funded out of the proceeds of (or the proceeds of repayment of) (i) the Facilities or (ii) (other than with respect to dividends funded out of the proceeds of the Permitted Subordinated Note referred to in (d)) intercompany Indebtedness.
8.07    Change in Nature of Business.
Engage in any material line of business substantially different from those lines of business conducted by it on the Closing Date or any business reasonably related or incidental thereto (or any reasonable extensions or expansions thereof or any business ancillary thereto).
8.08    Transactions with Affiliates.
Enter into or permit to exist any transaction or series of transactions with any Affiliate of such Person other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions expressly permitted by Section 8.02, Section 8.03, Section 8.04, Section 8.05 or Section 8.06, (d) compensation and reimbursement of expenses and benefit plans for current or former officers and directors in the ordinary course of business (including, without limitation, benefits, indemnification arrangements and separation arrangements), (e) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on terms and conditions substantially as favourable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate, (f) transactions between or among (i) Loan Parties, (ii) [reserved], and (iii) any Loan Party and its Subsidiaries that are not Loan Parties that are not otherwise prohibited by this Agreement.
8.09    Burdensome Agreements.
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Enter into, or permit to exist, any Contractual Obligation that encumbers or restricts on the ability of any such Person to (i) pay dividends or make any other distributions to any Loan Party on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any Loan Party, (iv) sell, lease or transfer any of its property to any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except for any such restriction on an entity that is not a Loan Party; (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof or (vii) grant a Lien upon any of its property in favour of the Administrative Agent (for the benefit of the holders of the Obligations) for the purpose of securing the Obligations, whether now owned or hereafter acquired, except (in respect of any of the matters referred to in clauses (i)-(vii) above) for (1) any encumbrances or restrictions imposed by law or regulations, under this Agreement or the other Loan Documents, (2) any document or instrument governing Indebtedness incurred pursuant to Section 8.03; provided that, in the case of Section 8.03(e) and (k), any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section 8.05 pending the consummation of such sale, (5) encumbrances or restrictions that are binding on a Subsidiary of the Borrower or a Contributing Guarantor at the time such Person first becomes a Subsidiary of the Borrower or a Contributing Guarantor, (6) encumbrances or restrictions that are customary provisions in joint venture agreements, organizational documents and other similar agreements, (7) encumbrances or restrictions that are customary restrictions on leases, sublicenses, licenses or asset sale agreements otherwise permitted under this Agreement, (8) encumbrances or restrictions that are customary provisions restricting the assignment of any agreement entered into in the ordinary course of business, (9) [reserved] or (10) [reserved].
8.10    Use of Proceeds.
Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.
8.11    Financial Covenants.
(a)    Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio as of the end of any fiscal quarter of PRA Group, Inc. to be greater than 3.50 to 1.0.
(b)    Consolidated Senior Secured Leverage Ratio. Permit the Consolidated Senior Secured Leverage Ratio as of the end of any fiscal quarter of PRA Group, Inc to be greater than 2.50 to 1.0.
(c)    Consolidated Fixed Charge Coverage Ratio. Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of PRA Group, Inc. to be less than 2.00 to 1.00.
8.12    [Reserved].
8.13    Prepayment of Other Indebtedness, Etc.
(a)    Amend or modify any of the terms of any Permitted Subordinated Debt in a manner materially adverse to the Lenders without the consent of the Required Lenders.
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(b) Make any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness of any Loan Party (other than (i) Indebtedness arising under the Loan Documents, (ii) Indebtedness permitted under Sections 8.03(d) and (n), (iii) intercompany Indebtedness (other than repayment or prepayment of principal under the Closing Date Intercompany Loan 1 (unless and to the extent that (A) the Administrative Agent in its discretion consents to such a prepayment or prepayment in writing, (B) all or part of the principal amount outstanding under the Closing Date Intercompany Loan 1 is converted by the parties thereto into share capital in the Borrower or (C) the Closing Date Intercompany Loan 1 is repaid from the proceeds of dividends received by the Borrower)), (iv) [reserved], (v) Indebtedness that is permitted to be refinanced pursuant to Section 8.03, (vi) [reserved] and (vii) [reserved] so long as, in the case of clause (b)(iii), (x) no Default or Event of Default has occurred or is continuing, or would result from the redemption of such Indebtedness and (y) the Consolidated Total Leverage Ratio immediately after giving effect to the redemption of such Indebtedness pursuant to this clause (b)(iii) on a Pro Forma Basis shall not be greater than 3.25 to 1.0). For the avoidance of doubt, nothing in this Section 8.13(b) shall permit the repayment or prepayment of principal or interest under any Permitted Subordinated Debt or the Permitted Subordinated Note, save as permitted by the terms of the relevant underlying documents in the form agreed in accordance with the terms of this Agreement.
8.14    Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity.
(a)    Amend, modify or change its Organization Documents in a manner materially adverse to the Lenders.
(b)    Change its fiscal year.
(c)    Without providing ten (10) days prior written notice to the Administrative Agent, change its name.
(d)    Change its state or other jurisdiction of incorporation or formation or form of organization without the prior written consent of all Lenders.
8.15    Ownership of Subsidiaries.
Notwithstanding any other provisions of this Agreement to the contrary, (i) permit any Loan Party to issue or have outstanding any shares of preferred Equity Interests that matures or is mandatorily redeemable on a date prior to the Maturity Date or (ii) create, incur, assume or suffer to exist any Lien on any Equity Interests, except for Permitted Liens.
8.16    Foreign Assets Control Regulations.
Neither of the advance of the Loans nor the use of the proceeds of any thereof will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With the Enemy Act”), the United States Foreign Corrupt Practices Act of 1977 or the UK Bribery Act 2010 or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”), (b) the Patriot Act, (c) [reserved], (d) [reserved], (e) [reserved] and (f) other similar anti-corruption legislation in other jurisdictions applicable to the Loan Parties). Furthermore, no Loan Party nor any of its Subsidiaries (a) is or will become a “blocked person” as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages or will engage in any dealings or transactions, or be otherwise associated, with any such “blocked person” or in any manner violative of any such order.
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8.17    Sanctions.
Directly or, to the knowledge of the Loan Parties, after due inquiry, indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Joint Lead Arranger, Administrative Agent, or otherwise) of Sanctions.

8.18    Anti-Corruption Laws.
Directly or indirectly use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other anti-corruption legislation in the applicable jurisdictions.

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES
9.01    Events of Default.
Any of the following shall constitute an Event of Default:
(a)    Non-Payment. A Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein and in the currency required hereunder, any amount of principal of any Loan (unless the failure to pay is caused by (A) administrative or technical error or (B) a Disruption Event and, in each case, payment is made within three Business Days of its due date), or (ii) within three Business Days after the same becomes due, any interest on any Loan, or any fee due hereunder, or (iii) within five Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or
(b)    Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.01, 7.02 (a) through (c), 7.05(a), 7.10, 7.11, 7.12, 7.14 or Article VIII; or
(c)    Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty days after the earlier of (i) the date on which a Responsible Officer of any Loan Party becomes aware of such failure or (ii) written notice thereof shall have been given to the Borrower by the Administrative Agent; or
(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or
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(e)    Cross-Default. (i) Any Loan Party (A) fails to make any payment when due and beyond the applicable grace period (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts but including any Incremental Equivalent Debt and Permitted Purchase Obligations, in each case in excess of the Threshold Amount) having an outstanding principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails (beyond any applicable grace period) to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed prior to its stated maturity, or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded unless, in the case of this clause (i), such event or condition is no longer continuing or has been waived in accordance with the terms of such Indebtedness such that the holder or holders thereof or any trustee or agent on its or their behalf are no longer enabled or permitted to cause such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (i) shall not apply to (1) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or (2) convertible debt that becomes due as a result of an offer to repurchase that is required to be made or a conversion, repayment or redemption event, provided such repurchase, conversion, repayment or redemption is effectuated only in capital stock or is permitted to be repurchased, settled upon conversion in cash, repaid or redeemed pursuant to Section 8.06(g); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any other Loan Party is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any other Loan Party is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Loan Party as a result thereof is greater than the Threshold Amount; or
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(f) Insolvency Proceedings, Etc. Any Loan Party institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, monitor or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, monitor or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for thirty calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for thirty calendar days, or an order for relief is entered in any such proceeding; or
(g)    Inability to Pay Debts; Attachment. (i) Any Loan Party becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully discharged within thirty calendar days after its issue or levy; or
(h)    Judgments. There is entered against any Loan Party one or more final judgments or orders for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), and, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of fifteen consecutive days during which such judgment or order remains undischarged, unvacated, unbonded or unstayed (except to the extent that the terms of such judgment or order specifically provide for a longer payment term and the applicable Loan Party timely discharges or satisfies such obligations during such specified longer term), by reason of a pending appeal or otherwise; or
(i)    ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any instalment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or
(j)    Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations (other than contingent indemnification obligations that survive the termination of this Agreement and Obligations under Treasury Management Agreements and Swap Contracts), ceases to be in full force and effect; or any Loan Party or any other Person shall have commenced a proceeding contesting the validity or enforceability of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or
(k)    Change of Control. There occurs any Change of Control.
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9.02    Remedies Upon Event of Default.
If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:
(a)    declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;
(b)    declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;
(c)    [reserved]; and
(d)    exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents;
provided, however, that upon the commencement of proceedings with respect to any Loan Party under any applicable Debtor Relief Laws, the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or such Loan Party’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.
9.03    Application of Funds.
After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall, subject to Section 2.15, be applied by the Administrative Agent in the following order:
First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in their capacity as such;
Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article III, rateably among them in proportion to the respective amounts described in this clause Second payable to them;
Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Swap Bank, to the extent such Swap Contract is permitted by Section 8.03(d), ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third held by them;
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Fourth, to (a) payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans, (b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Swap Bank, to the extent such Swap Contract is permitted by Section 8.03(d), (c) payments of amounts due under any Treasury Management Agreement between any Loan Party and any Treasury Management Bank and (d) [reserved], rateably among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Swap Banks or Treasury Management Banks, as applicable) in proportion to the respective amounts described in this clause Fourth held by them; and
Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full (other than obligations owing under Treasury Management Agreements or Swap Contracts), to the Borrower or as otherwise required by Law.
Notwithstanding the foregoing, Obligations arising under Treasury Management Agreements and Swap Contracts shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Treasury Management Bank or Swap Bank, as the case may be. Each Treasury Management Bank or Swap Bank not a party to the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto.

ARTICLE X

ADMINISTRATIVE AGENT
10.01    Appointment and Authority.
(a)    Each of the Lenders hereby irrevocably appoints MUFG Bank, Ltd., London Branch, to act on its behalf as Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
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(b)    The Administrative Agent shall also act as the “collateral agent”, “security trustee” and “security agent” under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent or trustee (as applicable) of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are incidental thereto. In this connection, the Administrative Agent, as “collateral agent”, “security trustee” or “security agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article X and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent”, “security trustee” or “security agent” under the Loan Documents) as if set forth in full herein with respect thereto.
10.02    Rights as a Lender.
The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with PRA Group, Inc. or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
10.03    Exculpatory Provisions.
The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:
(a)    shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b)    shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
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(c)    shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained by each Person serving as the Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 9.02) or (ii) in the absence of its own bad faith, gross negligence or wilful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall not be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower or a Lender.
The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
10.04    Reliance by Administrative Agent.
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
10.05    Delegation of Duties.
The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.
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The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or wilful misconduct in the selection of such sub-agents.
10.06    Resignation of the Administrative Agent.
(a)    The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (so long as no Event of Default has occurred or is continuing) (which consent shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United Kingdom or an Affiliate of any such bank with an office in the United Kingdom. If no such successor shall have been appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders and the Borrower) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.
(b)    If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders and the Borrower (so long as no Event of Default has occurred or is continuing) may, to the extent permitted by applicable Law by notice in writing to such Person remove such Person as the Administrative Agent and appoint a successor in accordance with clause (a) above. If no such successor shall have been so appointed by the Required Lenders and the Borrower, and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.
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10.07    Non-Reliance on Administrative Agent and Other Lenders.
Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
10.08    No Other Duties; Etc.
Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.
10.09    Administrative Agent May File Proofs of Claim.
In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, administration or other insolvency proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:
(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations (other than obligations owing under Treasury Management Agreements or Swap Contracts) that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.09 and 11.04) allowed in such judicial proceeding; and
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(b)    to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator, administrator, monitor or other similar official in any such insolvency proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 11.04.
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
10.10    Collateral and Guaranty Matters.
Each of the Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a)    to release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations under the Loan Documents (other than obligations owing under Treasury Management Agreements or Swap Contracts), (ii) that is transferred or to be transferred as part of or in connection with any sale, disposition or other transaction permitted hereunder or under any other Loan Document or any Involuntary Disposition, or (iii) as approved in accordance with Section 11.01;
(b)    to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.01(i); and
(c)    to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary of the Borrower or a Contributing Guarantor as a result of a transaction permitted hereunder.
Upon request by the Administrative Agent at any time, the Required Lenders will promptly confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty, pursuant to this Section 10.10.
The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
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10.11    Treasury Management Banks and Swap Banks.
No Treasury Management Bank or Swap Bank that obtains the benefits of Section 9.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Treasury Management Agreements and Swap Contracts unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Treasury Management Bank or Swap Bank, as the case may be.
10.12    Certain ERISA Matters.
(a)    Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:
(i)    such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments, or this Agreement,
(ii)    the transaction exemption set forth in one or more PTEs, such as PTE 84–14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95–60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90–1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91–38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96–23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,
(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84–14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84–14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84–14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or
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(iv)    such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.
(b)    In addition, unless either (1) clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).
10.13    Recovery of Erroneous Payments.
(a)    If the Administrative Agent (x) notifies a Lender, or any Person who has received funds on behalf of a Lender (any such Lender or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 10.13 and held in trust for the benefit of the Administrative Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the Overnight Rate. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.
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(b) Without limiting immediately preceding clause (a), each Lender or any Person who has received funds on behalf of a Lender, agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:
(i)    it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and
(ii)    such Lender shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 10.13(b).
For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 10.13(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 10.13(a) or on whether or not an Erroneous Payment has been made.
(c)    Each Lender hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a).
(d) (i) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment Deficiency Assignment, (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement.
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(ii)    Subject to Section 11.06 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time.
(e) The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender to the rights and interests of such Lender) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Loan Parties’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party; provided that this Section 10.13 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous Payment.
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(f)    To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.
Each party’s obligations, agreements and waivers under this Section 10.13 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

ARTICLE XI

MISCELLANEOUS
11.01    Amendments, Etc.
Subject to Sections 2.08(f), and 3.04, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that the amendments listed in paragraphs (a) to (e) below shall only be effective if in writing and signed by the Borrower and the other Loan Parties. Notwithstanding the generality of the above:
(a)    no such amendment, waiver or consent shall:
(i)    extend or increase the Commitment of a Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);
(ii)    postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (excluding mandatory prepayments), interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;
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(iii) reduce the principal of, or the rate of interest specified herein on, any Loan or (subject to clause (i) of the final proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
(iv)    change any provision of this Section 11.01(a) or the definition of “Required Lenders” or “Super-Majority Lenders” without the written consent of each Lender directly and adversely affected thereby;
(v)    except in connection with a disposition not prohibited hereunder as of the date hereof, release all or substantially all of the Collateral without the written consent of each Lender directly and adversely affected thereby;
(vi)    release the Borrower or, except in connection with a merger or consolidation permitted under Section 8.04 or a Disposition permitted under Section 8.05, all or substantially all of the Guarantors without the written consent of each Lender directly and adversely affected thereby, except to the extent the release of any Guarantor is permitted pursuant to Section 10.10 (in which case such release may be made by the Administrative Agent acting alone);
(vii)    change Section 2.13 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(viii)     subordinate any Lender’s Lien or any obligations owing to it under this Agreement or any other Loan Document to any other Indebtedness, including under any tranche of Indebtedness hereunder without the written consent of each Lender directly and adversely affected thereby; or
(ix)    add a new Borrower, without the prior written consent of each Lender, provided that the addition of a new Borrower incorporated in Australia shall only require the prior written consent of the Required Lenders.
(b)    [reserved];
(c)    [reserved];
(d)    unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and
(e)    (i) any amendment to alter the definitions and provisions relating to Estimated Remaining Collections, Receivables, Asset Pool, Eligible Asset Pools, Asset Pool Report, Borrowing Base, Asset Pool Seller, Asset Pool Proceeds, Purchase Agreement and Super-Majority Lenders shall require only the consent of the Super-Majority Lenders and (ii) [reserved]; provided that, any amendment pursuant to this clause (e) shall not require an amendment fee to be payable by any Loan Party;
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provided, however, that notwithstanding anything to the contrary herein, (i) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender, (iii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States supersedes the unanimous consent provisions set forth herein, and (iv) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.
(f)    Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, the Borrower and the other Loan Parties (i) to add one or more additional credit facilities to this Agreement, to permit the extensions of credit from time to time outstanding hereunder and the accrued interest and fees in respect thereof to share rateably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans and the accrued interest and fees in respect thereof and to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and (ii) to change, modify or alter Section 2.13 or Section 9.03 or any other provision hereof relating to the pro rata sharing of payments among the Lenders to the extent necessary to effectuate any of the amendments (or amendments and restatements enumerated in clause (g) and/or clause (h) below).
(g)    Notwithstanding anything to the contrary contained herein, in order to implement any additional Commitments in accordance with Section 2.02(i), this Agreement may be amended for such purpose (but solely to the extent necessary to implement such additional Commitments in accordance with Section 2.02(i)) by the Borrower, the other Loan Parties, the Administrative Agent and the relevant Lenders providing such additional Commitments.
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(h) In addition, notwithstanding the foregoing, the Borrower may, by written notice to the Administrative Agent from time to time, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or more amendments or modifications to (A) allow the maturity of the Loans of the accepting Lenders to be extended and (B) increase the Applicable Rate and/or fees payable with respect to the Loans and Commitments of the accepting Lenders (“Permitted Amendments”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective. The Permitted Amendments shall not become effective unless consented to by the Borrower and those Accepting Lenders (as defined below), as applicable (the “Required Approval”). If the Required Approval is received, (i) such Permitted Amendments shall become effective only with respect to the Loans and/or Commitments of the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and/or Commitments as to which such Lender’s acceptance has been made and (ii) the Borrower, each Loan Party and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (the “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the Loans and Commitments of the Accepting Lenders as to which such Lenders’ acceptance has been made.
11.02    Notices and Other Communications; Facsimile Copies.
(a)    Notices Generally. Except as provided in subsection (b) below, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows:
(i)    if to the Borrower or any other Loan Party or the Administrative Agent, to the address, facsimile number or electronic mail address specified for such Person on Schedule 11.02; and
(ii)    if to any other Lender, to the address, facsimile number or electronic mail address specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).
(b)    Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its
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discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
(c)    The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or wilful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(d) Change of Address, Etc. Each of the Borrower and the Administrative Agent may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address or facsimile for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Loan Parties or their securities for purposes of United States Federal or state securities laws.
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(e)    Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including electronic Loan Notices) purportedly given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of a Loan Party.
11.03    No Waiver; Cumulative Remedies; Enforcement.
No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
    Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.01 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (b) [reserved], (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.01 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
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11.04    Expenses; Indemnity; and Damage Waiver.
(a)    Costs and Expenses. The Loan Parties shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent (limited to the legal fees of one primary outside counsel to the Administrative Agent and the Joint Lead Arrangers taken as a whole in each relevant jurisdiction and other than the allocated costs of internal counsel)), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) [reserved] and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements of one primary outside counsel to the Administrative Agent and the Lenders taken as a whole in each relevant jurisdiction, and, in the event of any actual or potential conflict of interest, one additional counsel for each Lender subject to such conflict), and in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.
(b) Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof) and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of one primary counsel for the Indemnitees, taken as a whole, in each relevant jurisdiction and, in the case of any actual or perceived conflict of interest, one additional counsel for each Lender subject to such conflict) and settlement costs incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than the Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby (including, without limitation, the Indemnitee’s reliance on any Communication executed using an Electronic Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) [reserved], (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by a Loan Party, or any Environmental Liability related in any way to a Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses or settlement costs (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or wilful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favour on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
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(c)    Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).
(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for damages resulting from the bad faith, gross negligence or wilful misconduct of such Indemnitee as determined by a final judgment of a court of competent jurisdiction.
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(e)    Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.
(f)    Survival. The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.
11.05    Payments Set Aside.
To the extent that any payment by or on behalf of any Loan Party is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
11.06    Successors and Assigns.
(a)    Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (e) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
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(b)    Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:
(i)    Minimum Amounts.
(A)    in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
(B)    in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 in the case of an assignment of Revolving Loans, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);
(ii)    Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights under this Agreement with respect to the Loans or the Commitment assigned;
(iii)    Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A)    the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 9.01(a) or Section 9.01(f) has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;
(B)    the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the Commitment subject to such assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
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(C)    [reserved].
(iv)    Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
(v)    No Assignment to Certain Persons. No such assignment shall be made (A) to PRA Group, Inc. or any of PRA Group, Inc.’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural person or (D) to a Competitor.
(vi)    Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
(vii)    Process. (A) an assignment may be effected in accordance with Section 11.06(b) when the Administrative Agent executes an otherwise duly completed Assignment and Assumption delivered to it by the Lender and the assignee. The Administrative Agent shall, subject to limb (B), as soon as reasonably practicable after receipt by it of a duly completed Assignment and Assumption appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment and Assumption. (B) The Administrative Agent shall only be obliged to execute an Assignment and Assumption delivered to it by the Lender and the assignee once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such assignee. (C) on the Effective Date (as specified in the Assignment and Assumption), (aa) the Lender will
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assign absolutely to the assignee its rights under this Agreement and the Loan Documents and in respect of the Collateral Documents expressed to be the subject of the assignment in the Assignment and Assumption, (bb) the Lender will be released from the obligations (the “Relevant Obligations”) expressed to be the subject of the release in the Assignment and Assumption (and any corresponding obligations by which it is bound in respect of the Collateral Documents); and (cc) the assignee shall become a party to this Agreement and the other Loan Documents (where applicable) as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.
Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.05, 3.06 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.
(c)    Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(d)    Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender, a Competitor or PRA Group, Inc. or any of PRA Group, Inc.’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other
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parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (i) through (vi) of Section 11.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.05 and 3.06 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.07 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.05, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.07 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent shall not have any responsibility for maintaining a Participant Register.
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(e)    Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto or require any payments to be made by a Loan Party other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Loan Documents.
11.07    Treatment of Certain Information; Confidentiality.
Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed in writing of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to a Loan Party and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating PRA Group, Inc. or its Subsidiaries or the credit facilities provided hereunder, (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder (iii) outsourcing providers (such as secretarial services and third party KYC analysts) or (iv) insurers and insurance brokers, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than PRA Group, Inc. or any of its Subsidiaries.
For purposes of this Section, “Information” means all information received from a Loan Party relating to the Loan Parties or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by such Loan Party. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Loan Parties (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.
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Nothing in any Loan Document shall prevent disclosure of any Information or other matter to the extent that preventing that disclosure would otherwise cause any transaction contemplated by the Loan Documents or any transaction carried out in connection with any transaction contemplated by the Loan Documents to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU.
11.08    Set-off.
If an Event of Default shall have occurred and be continuing, each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
11.09    Interest Rate Limitation.
Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
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11.10    Counterparts; Integration; Effectiveness.
This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Joint Lead Arrangers, the Lenders or the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Each Loan Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of such Loan Document.
11.11    Survival of Representations and Warranties.
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid.
11.12    Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavour in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the extent not so limited.
11.13    Replacement of Lenders.
If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.07, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests and rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.05) under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume equivalent obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
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(a)    the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);
(b)    such Lender shall have received payment of an amount equal to one hundred percent (100%) of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.06) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
(c)    in the case of any such assignment resulting from a claim for compensation under Section 3.05 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;
(d)    such assignment does not conflict with applicable Laws; and
(e)    in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Fund consents to the proposed change, waiver, discharge or termination; provided that the failure by such Non-Consenting Lender to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Non-Consenting Lender and the mandatory assignment of such Non-Consenting Lender’s Commitments and outstanding Loans pursuant to this Section 11.13 shall nevertheless be effective without the execution by such Non-Consenting Lender of an Assignment and Assumption.
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
11.14    Governing Law; Jurisdiction; Etc.
(a)    This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.
(b)    The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a “Dispute”).
(c)    The parties hereto agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party hereto will argue to the contrary.
(d)    Notwithstanding paragraphs (b) and (c), no Credit Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Credit Parties may take concurrent proceedings in any number of jurisdictions.
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11.15    Service of Process.
(a)    Without prejudice to any other mode of service allowed under any relevant law, each Loan Party (other than a Loan Party incorporated in England and Wales):
(i)    irrevocably appoints PRA Group (UK) Limited as its agent for service of process in relation to any proceedings before the English courts in connection with any Loan Document (and PRA Group (UK) Limited by its execution of this Agreement, accepts that appointment); and
(ii)    agrees that failure by an agent for service of process to notify the relevant Loan Party of the process will not invalidate the proceedings concerned.
(b)    If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the Loan Parties) must immediately (and in any event within 15 days of such event taking place) appoint another agent on terms acceptable to the Administrative Agent. Failing this, the Administrative Agent may appoint another agent for this purpose.
11.16    Electronic Execution of Assignments and Certain Other Documents.
This Agreement, any Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Loan Parties, the Administrative Agent, and each Lender (collectively, each a “Credit Party”) agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication.  For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the Credit Parties may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document.  All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is not under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Credit Parties shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or any Credit Party without further verification and regardless of the appearance or form of such Electronic Signature, and (b) upon the request of the Administrative Agent or any Credit Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart. 
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The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed .pdf or any other electronic means). The Administrative Agent shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).
Each of the Loan Parties and each Credit Party hereby waives (i) any argument, defence or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document based solely on the lack of paper original copies of this Agreement, such other Loan Document, and (ii) any claim against the Administrative Agent, each Credit Party and each Related Party for any liabilities arising solely from the Administrative Agent’s and/or any Credit Party’s reliance on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.
11.17    USA PATRIOT Act.
Each Lender that is subject to the Act (as hereinafter defined) and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Act.
11.18    No Advisory or Fiduciary Relationship.
In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by Administrative Agent and the Lenders, are arm’s-length commercial transactions between the Borrower and their Affiliates, on the one hand, and the Administrative Agent and the Lenders, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the Administrative Agent and the Lenders each are and have been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary, for the Borrower or any of their Affiliates or any other Person and (ii) neither the Administrative Agent nor the Lenders have any obligation to the Borrower or any of their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and their Affiliates, and neither the Administrative Agent nor the Lenders have any obligation to disclose any of such interests to the Borrower or their Affiliates.
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To the fullest extent permitted by law, the Borrower hereby waives and releases, any claims that it may have against the Administrative Agent or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
11.19    Release of Collateral and Guarantee Obligations.
(a)    Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon any Disposition permitted by the Loan Documents or permitted by the Required Lenders, such assets will be Disposed of free and clear of the Liens created by the Collateral Documents, and upon request of the Borrower, the Administrative Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Swap Contract or Treasury Management Agreement) take such actions as shall be reasonably required to release its security interest in any Collateral being disposed of in connection with such Disposition, and to release any Guaranty hereunder or under any Loan Document of any Person being disposed of in such Disposition, to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such property so disposed of (other than property disposed of to the Borrower or any Loan Party) in accordance with the Loan Documents shall no longer be deemed to be repeated once such property is so disposed of.
(b)    Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than obligations owing under Treasury Management Agreements or Swap Contracts) have been paid in full and all Commitments have terminated or expired, upon request of the Borrower, the Administrative Agent shall (without notice to, or vote or consent of, any Lender or any affiliate of any Lender that is a party to any Swap Contract or Treasury Management Agreement) take such actions as shall be reasonably required to release its security interest in all Collateral, and to release all Guarantees hereunder or under any Loan Document whether or not on the date of such release there may be outstanding Obligations in respect of Swap Contracts, Treasury Management Agreements or contingent indemnification obligations not then due.
11.20    [Reserved].
11.21    [Reserved].
11.22    Judgment Currency.
If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given.
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The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to promptly return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).
11.23    Acknowledgement and Consent to Bail-In of Affected Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)    the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and
(b)    the effects of any Bail-In Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
11.24    Acknowledgement Regarding Any Supported QFCs.
To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S.
CREDIT AGREEMENT
PRA GROUP EUROPE HOLDING I S.À R.L.
960766985.12    144


Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

EXECUTION:
The parties have shown their acceptance of the terms of this Agreement by executing it below.
CREDIT AGREEMENT
PRA GROUP EUROPE HOLDING I S.À R.L.
960766985.12    145


EXECUTION of Facilities Agreement


[Execution blocks not replicated]






















CREDIT AGREEMENT
PRA GROUP EUROPE HOLDING I S.À R.L.
960766985.12    


Schedule 2.01

Lenders and Commitments


Revolving Lender
Revolving Commitment Applicable Percentage of Revolving Commitment
MUFG Bank (Europe) N.V.
$135,000,000 18.65
ING Capital LLC
$128,000,000 17.65
Truist Bank
$112,000,000 15.40
Citizens Bank, N.A.
$100,000,000 13.80
Nordea Bank Abp, filial i Norge
$100,000,000 13.80
DNB Bank ASA
$75,000,000 10.35
Lloyds Bank plc
$50,000,000 6.90
Fifth Third Bank, National Association
$25,000,000 3.45
TOTAL $725,000,000.00 100%

    


Schedule 2.02(a)
Reference Rate Terms
CURRENCY: Sterling.
Cost of funds as a fallback
Cost of funds will not apply as a fallback.
Definitions
Additional Business Days: An RFR Banking Day.
Baseline CAS: 0.10%.
Break Costs: None specified.
Central Bank Rate: The Bank of England’s Bank Rate as published by the Bank of England from time to time.
Central Bank Rate Adjustment: In relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent trimmed arithmetic mean (calculated by the Administrative Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which the Compounded Reference Rate was available.
Central Bank Rate Spread In relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Administrative Agent of:
(a)    the Daily Rate for the RFR Banking Day; and
(b)    the Central Bank Rate prevailing at the close of business on that RFR Banking Day.
Daily Rate:
The “Daily Rate” for any RFR Banking Day is:
(a)    the RFR for that RFR Banking Day; or
(b)    if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of:
(i)    the Central Bank Rate for that RFR Banking Day; and
(ii)    the applicable Central Bank Rate Adjustment; or
    


(c)    if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of:
(i)    the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and
(ii)    the applicable Central Bank Rate Adjustment,
rounded, in either case, to four decimal places and if, in either case, that rate is less than zero, the Daily Rate shall be deemed to be zero.
Lookback Period:
Five RFR Banking Days.
Market Disruption Rate:
None specified
Relevant Market: The sterling wholesale market.
RFR: The SONIA (sterling overnight index average) reference rate displayed on the relevant screen of any authorised distributor of that reference rate.
RFR Banking Day:
A day (other than a Saturday or Sunday) on which
banks are open for general business in London.


    


Schedule 2.02(b)
Daily Non-Cumulative Compounded RFR Rate
The “Daily Non-Cumulative Compounded RFR Rate” for any RFR Banking Day “i” during an Interest Period for a Compounded Rate Loan is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below:
image2a.jpg
where:
“UCCDRi” means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day “i”;
“UCCDRi-1” means, in relation to that RFR Banking Day “i”, the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period;
“dcc” means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;
“ni” means the number of calendar days from, and including, that RFR Banking Day “i” up to, but excluding, the following RFR Banking Day; and
the “Unannualised Cumulative Compounded Daily Rate” for any RFR Banking Day (the “Cumulated RFR Banking Day”) during that Interest Period is the result of the below calculation (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose):
imagea.jpg
where:
“ACCDR” means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;
“tni” means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period; “Cumulation Period” means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, that Cumulated RFR Banking Day;
    


“dcc” has the meaning given to that term above; and
the “Annualised Cumulative Compounded Daily Rate” for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to four decimal places) calculated as set out below:
image1a.jpg
where:
“d0” means the number of RFR Banking Days in the Cumulation Period;
“Cumulation Period” has the meaning given to that term above;
“i” means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period;
“DailyRatei-LP” means, for any RFR Banking Day “i” in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day “i”;
“ni” means, for any RFR Banking Day “i” in the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day “i” up to, but excluding, the following RFR Banking Day;
“dcc” has the meaning given to that term above; and
“tni” has the meaning given to that term above.


    


Schedule 6.10

Insurance
See following pages

960769560.6


PRA Group, Inc. Schedule of Insurance
Policy Type Carrier/Broker Policy Number Expiration Date Amount of Coverage Deductible
Umbrella American Guarantee & Liab (Zurich) AUC9829079-13 10/31/2024 $20,000,000 Occurrence /Aggregate None
Commercial Package Zurich American Insurance Company CPO9829038-13 10/31/2024 Blanket Real & Personal Property - $81,632,450; Blanket Business Income & Extra Expense - $33,621,663; Commercial General Liability - $1,000,000 occurrence / $2,000,000 Agg Property - $5,000; Commercial General Liability - $0
Miscellaneous Professional Liability ("E&O") Evanston Insurance Co (Markel) MKLV7PL0006133 10/31/2024 $5,000,000 limit $1M Each claim
Business Automobile - (2006 Scion / VIN#JTLKT324064095716 & 2011 Ford Econoline / VIN#1FTNE2EL5BDA10959) Zurich American Insurance Company BAP982902113 10/31/2024 $1,000,000.00 Auto Liability, $5,000 Med. Pay., $1,000,000 per auto Uninsured/Underinsured Motorist $1,000 Auto liability
Crime XL Specialty Ins Co ELU193675-23 10/31/2024 $5M per occurrence $50k per occurrence
Workers' Compensation Everest SW5WC00272231 10/31/2024 $1M Bodily Injury-Accident/$1M Bodily Injury-Disease /$1M Bodily Injury by Disease each employee $0
Fiduciary Liability Including ERISA Federal Insurance Co. J05963801 10/31/2024 $5,000,000 aggregate / $5,000,000 each policy period $25,000
Employed Lawyers Liability Natl Union Fire Ins Co of Pittsburgh PA 01-602-99-65 10/31/2024 $1,000,000 aggregate; $1,000,000 per claim $100,000
Privacy & Cyber Security Insurance Indian Harbor Insurance Co. MTP903594306 10/31/2024 $5,000,000.00 $1,000,000 & 12 hours waiting period
Privacy & Cyber Security Insurance 1st Excess
Crum & Forster CYB-106668 10/31/2024 $5,000,000 x/s of $5,000,000 $0
Privacy & Cyber Security Insurance – 2nd Excess
AWAC (Allied World) 0313-1222 10/31/2024 $5,000,000 x/s of $10,000,000 $0
Privacy & Cyber Security Insurance – 3rd Excess
Endurance American Specialty Insurance Co PVX30002106903 10/31/2024 $5,000,000 x/s of $15,000,000 $0
Employment Practices Liability National Union Fire Ins Co 01-602-99-72 10/31/2024 $5,000,000.00
$250,000
$1,000,000 class action
Directors & Officers Liability - Primary with Foreign Opt ($7,500,000 Limit) National Union Fire Ins Co of Pittsburgh PA-AIG 01-660-05-72 11/08/2024
Primary ($10,000,000 Limit)

$1,500,000
Directors & Officers Liability – 1st Excess ($10,000,000 x $10,000,000)
XL Specialty Ins Co ELU193849-23 11/08/2024 Excess ($10,000,000 x $10,000,000) See primary limit
960769560.6


PRA Group, Inc. Schedule of Insurance
Policy Type Carrier/Broker Policy Number Expiration Date Amount of Coverage Deductible
Directors & Officers Liability – 2nd Excess ($10,000,000 x $20,000,000)
RLI Insurance Co. EPG0032452 11/8/2024 Excess ($10,000,000 x $20,000,000) See primary limit
Directors & Officers Liability - 3rd Excess ($10,000,000 x $30,000,000)
ACE American Insurance Co. G28182594 008 11/08/2024 Excess ($10,000,000 x $30,000,000) See primary limit
Directors & Officers Liability – 4th Excess ($10,000,000 x $40,000,000)
Swiss Re Corporate Solutions America Insurance Corporation DOE 2001066-07 11/08/2024 Excess ($10,000,000 x $40,000,000) See primary limit
Directors & Officers Liability – 5th Excess ($10,000,000 x $50,000,000)
RSUI Indemnity Company NHS707837 11/08/2024 Excess ($10,000,000 x $50,000,000) See primary limit
Directors & Officers Liability – 6th Excess ($10,000,000 x $60,000,000)
Endurance Risk Solutions Assurance Co FIX10004335810 11/08/2024 Excess ($10,000,000 x $60,000,000) See primary limit
Directors & Officers Liability – 7th Excess ($10,000,000 x $70,000,000)
Great American Insurance Group DFX3912268 11/08/2024 Excess ($10,000,000 x $70,000,000) See primary limit
Directors & Officers Liability – 8th Excess ($10,000,000 x $80,000,000)
Samsung Fire & Marine Insurance Company SGC 0324-04 11/08/2024 Excess ($10,000,000 x $80,000,000) See primary limit
Directors & Officers Liability – 9th Excess ($10,000,000 x $90,000,000)
Old Republic Insurance Company ORPRO 12 104376 11/08/2024 Excess ($10,000,000 x $90,000,000) See primary limit
Directors & Officers Liability – 10th Excess ($5,000,000 x $100,000,000)
Lead Side A
Marsh Alpha B0509FINMN2350511 11/08/2024 Excess ($5,000,000 x $100,000,000) See primary limit
Directors & Officers Liability – 11th Excess
Side A $5,000,000 x $105M
National Union Fire Insurance Company of Pittsburgh, PA 01-642-05-85 11/08/2024 Excess $5,000,000 x $100M See primary limit
960769560.6


PRA Group, Inc. Schedule of Insurance
Policy Type Carrier/Broker Policy Number Expiration Date Amount of Coverage Deductible
Foreign PKG/Liability – Annual Term Zurich American Insurance Co ZE2543608-03 10/31/2024
General Liability $2M; Products/Completed
Operations Aggregate Limit $2M; $1M each occurrence; Damage to Premises Rented to you $1M; Medical Expense $100,000; Personal and Advertising Injury $1M; Employee Benefit Liability $1M each claim and aggregate $1M; Auto Excess $1M per accident; Bodily Injury by Accident $1M; Bodily Injury by Disease $1M; Business Travel Accident $1.25M; Business Income/Gross Profits and Extra Expense $1M
Property $2,500 (various sub-deductibles); General Liability $0
PRA Group Canada, Inc.
Commercial Property & Casualty Arthur J. Gallagher (Broker) - Chub Insurance Co. 35874453 3/9/2025
$400,000 – Newmarket, ON;
$1,500,000 – London, ON;
$500,000 – Montreal, QC;
Liability Coverage $1m Per Occ and $10m in the Agg.; Non-Owned Auto $1MM. Emp. Liability $1MM. Includes EQ and Flood Sub limit.
$2,500 and under
Commercial Umbrella Liability Arthur J. Gallagher (Broker) - Chub Insurance Co. (24)79854313 3/9/2025 $4,000,000 per occ. & agg. $0

960769560.6


PRA Group (UK) Limited Schedule of Insurance
Policy Type Carrier/Broker Policy Number Expiration Date Amount of Coverage Deductible
Material Damage, Business Interruption & Money Zurich Insurance plc 127/2H03/GR789562/1
30th October 2022
MD - £1,444,908: BI - £600,000: Money - £15,750 All £350 apart from Sisidence & NilEmergency Services Damage - £1000;
Computer Royal & Sun Alliance Insurance Ltd 2/RSAP4059354200
30th October 2022
£1,652,539 Nil in respect of Computer and Additional Expenditure; 12 hours each and every claim in respect of Business Interruption
Public Liability inc Excess Policy Zurich Insurance plc & American International Group UK Limited 57/2H02/JQ789387/0
30th October 2022
£10,000,000 None
Employers' Liability Zurich Insurance plc 54/2H02/LP789381/1
30th October 2022
£25,000,000 None


960769560.6


Schedule 6.13
Subsidiaries
Entity
Jurisdiction of
Formation
Number and Percentage of
Outstanding Shares Owned by any Loan Party or
any Subsidiary
Number and Effect, if
Exercised, of All
Outstanding Options,
Warrants, Rights of Conversion or Purchase and Similar Rights
Portfolio Recovery Associates, LLC Delaware 100% owned by
PRA Group, Inc.
N/A
PRA Holding I,
LLC
Virginia 100% owned by
Portfolio Recovery Associates, LLC
N/A
PRA Holding II,
LLC
Virginia 100% owned by
PRA Group, Inc.
N/A
PRA Holding III,
LLC
Virginia 100% owned by
PRA Group, Inc.
N/A
PRA Holding IV, LLC Virginia 100% owned by
PRA Group, Inc.
N/A
PRA Holding V, LLC Virginia 100% owned by
PRA Group, Inc.
N/A
PRA Holding VI, LLC Virginia 100% owned by
PRA Group, Inc.
N/A
PRA Holding VII, LLC Virginia 100% owned by
PRA Group, Inc.
N/A
PRA Receivables
Management, LLC
Virginia 100% owned by
PRA Group, Inc.
N/A
Claims Compensation
Bureau, LLC
Delaware 100% owned by
PRA Group, Inc.
N/A
PRA Financial Services, LLC Virginia 100% owned by
PRA Group, Inc.
N/A
PRA Auto Funding, LLC Virginia 100% owned by
PRA Group, Inc.
N/A
PRA Group Canada Inc. Canada 100% owned by PRA Group, Inc. N/A


960769560.6



Entity
Jurisdiction
of
Formation
Number and
Percentage of
Outstanding Shares
Owned by any Loan
Party or any
Subsidiary
Number and Effect, if
Exercised of All
Outstanding Options,
Warrants, Rights of
Conversion or
Purchase and Similar
Rights
PRA Australia Pty Ltd
Australia
100 shares
100% owned by PRA Group, Inc.
N/A
PRA Group RM Israel Ltd.
Israel 100% owned by PRA Receivables Management, LLC
N/A
AK NRM DE Mexico S.A. de C.V.
Mexico 100% owned by PRA Group Canada Inc.
N/A
PRA Group Europe Holding III S.à r.l.
Luxembourg 100% owned by PRA Holding IV, LLC
N/A
PRA Group Europe Holding II S.à r.l.
Luxembourg
100% owned by PRA Group Europe Holding III S.à r.l.
N/A
PRA Group Europe Holding I S.à r.l.
Luxembourg
100% owned by PRA Group Europe Holding II S.à r.l.
N/A
PRA Group Europe Holding S.à r.l.
Luxembourg
100% owned by PRA Group Europe Holding I S.à r.l.
N/A
PRA Group Deutschland GmbH
Germany
100% owned by PRA Group Europe Holding S.à r.l.
N/A
PRA Suomi OY
Finland
100% owned by PRA Group Europe Holding S.à r.l.
N/A
PRA Group Colombia Holding S.A.S
Colombia
59.43% owned by PRA Holding V, LLC
N/A
PRA Group Europe AS
Norway
100% owned by PRA Group Europe Holding S.à r.l.
N/A
PRA Group Europe Holding S.à r.l., Luxembourg, Zug Branch
Switzerland
100% owned by PRA Group Europe Holding S.à r.l.
N/A
PRA Group Sverige AB
Sweden
100% owned by PRA Group Europe Holding S.à r.l.
N/A
PRA Group Osterreich Inkasso GmbH
Austria
100% owned by PRA Group Europe Holding S.à r.l.
N/A
PRA Group Osterreich Portfolio GmbH
Austria 100% owned by PRA Group Osterreich Inkasso GmbH
N/A
PRA Group (UK) Limited
UK – England and Wales
100% owned by PRA Group Europe Holding S.à r.l.
N/A
PRA Group UK Portfolios Ltd
UK – England and Wales
100% owned by PRA Group (UK) Limited
N/A
960769560.6


Entity
Jurisdiction
of
Formation
Number and
Percentage of
Outstanding Shares
Owned by any Loan
Party or any
Subsidiary
Number and Effect, if
Exercised of All
Outstanding Options,
Warrants, Rights of
Conversion or
Purchase and Similar
Rights
PRA Iberia, S.L.U.
Spain 100% owned by PRA Group Europe AS
N/A
PRA Group Europe Finance S.à r.l.
Luxembourg
100% owned by PRA Group Europe Holding S.à r.l.
N/A
PRA Group Norge AS
Norway 100% owned by PRA Group Europe AS
N/A
PRA Group Europe Portfolio AS
Norway 100% owned by PRA Group Europe AS
N/A
PRA Group Europe Portfolio AS, Oslo, Zug Branch
Switzerland 100% owned by PRA Group Europe Portfolio AS
N/A
PRA Group Switzerland Portfolio AG
Switzerland 100% owned by Group Europe Portfolio AS
N/A
AK Nordic AB
Sweden 100% owned by PRA Group Europe Portfolio AS
N/A
AK Nordic AB Succarsale Italiana
Italy 100% owned by AK Nordic AB
N/A
AK Nordic NUF
Norway 100% owned by AK Nordic AB
N/A
Crystal Production AS
Norway 100% owned by PRA Group Europe Portfolio AS
N/A
PRA Group Brazil Empreedimentos e Participacoes LTDA
Brazil 100% owned by PRA Holding V, LLC
N/A
RCB Investimentos S.A.
Brazil 11.67% owned by PRA Holding V, LLC
N/A
Itapeva Recuperacao de Creditos LTDA.
Brazil 100% owned by RCB Investimentos S.A.
N/A
RCB Portfolios LTDA.
Brazil 100% owned by RCB Investimentos S.A.
N/A
PRA Group Polska Holding sp. Z o.o
Poland 100% owned by PRA Group Europe Holding S.a r.l.
N/A
PRA Group Polska Sub-holding sp. Z.o.o
Poland 100% owned by PRA Group Polska Holding sp. Z.o.o
N/A
PRA Group TFI S.A
Poland 100% owned by PRA Group Polska Sub-Holding sp. z.o.o
N/A
PRA Group Polska sp. z o.o.
Poland 100% owned by PRA Group Polska Sub-Holding sp. z.o.o
N/A
PRA Group Kancelaria Radcow Prawnych Wroblewski i Wspolnicy S.K.A.
Poland 100% owned by PRA Group Polska sp. z o.o.
N/A
AK Nordic Italy S.r.l.
Italy 100% owned by PRA Group Europe Holding S.à r.l.
N/A
960769560.6


PRA Group Italy S.r.l.
Italy 100% owned by PRA Group Europe Holding S.à r.l.
N/A
DivZero Recuperação de Créditos Ltda
Brazil 11.67% owned by RCB Investimentos S.A.
N/A


960769560.6



Schedule 6.17
IP Rights
1.    Each UK Guarantor has an implied intra group licence to use the PRA Group logo which is owned by PRA Group Inc.
Pending Applications
NONE


960769560.6



Schedule 6.20(a)
Taxpayer and Organizational Identification Numbers
Entity
Taxpayer Identification
Number
Organizational
Identification Number
PRA Group, Inc. 75-3078675
3556815
PRA Group Europe Holding I S.à r.l. 98-1173619
B185.154
PRA Group (UK) Limited 98-1193800
04267803
PRA Group UK Portfolios Ltd 98-1768495
15236812

960769560.6



Schedule 6.20(b)
Changes in Legal Name, State of Formation and Structure
NONE

960769560.6



Schedule 8.01
Liens Existing on the First Amendment and Restatement Effective Date
1.    Share Pledge Agreement granted by PRA Group Europe Holding I S.à r.l. in favour of DNB Bank ASA (as security agent) in respect of the entire issued share capital of PRA Group Europe Holding S.à r.l. dated 23 November 2022, granted in security of the European Multicurrency Revolving Credit Facility.

960769560.6



Schedule 8.02

Investments Existing on the First Amendment and Restatement Effective Date
1.    Intercompany loan agreement entered into originally between PRA Group Europe Holding I S.à r.l. (as lender) and PRA Group (UK) Limited (as borrower) dated 7 April 2022, to which PRA Group UK Portfolios Ltd acceded (as borrower) by way of accession agreement entered into among PRA Group Europe Holding I S.à r.l., PRA Group (UK) Limited and PRA Group UK Portfolios Ltd dated 21 December 2023.
2.    Guarantee by PRA Group Europe Holding I S.à r.l. of obligations of PRA Group (UK) Limited under (i) lease agreement entered into between PRA Group (UK) Limited and The Halo Kilmarnock Limited (company number SC536157) (the “Halo Landlord”) for Upper Ground Floor, Halo Enterprise + Innovation Hub, Hill Street, Kilmarnock KA1 3HY and (ii) an associated licence for works entered into between PRA Group (UK) Limited and the Halo Landlord to enable PRA Group (UK) Limited to compete certain fit out works at the premises (both entered into under an agreement for lease between Harper Macleod LLP (on behalf of PRA Group (UK) Limited) and Anderson Strathern LLP (on behalf of the Halo Landlord) on 5th November 2021)
3.    Guarantee by PRA Group Europe Holding I S.à r.l. of obligations of PRA Group (UK) Limited under (i) lease agreement entered into between PRA Group (UK) Limited and the Halo Landlord for First Floor, Halo Enterprise + Innovation Hub, Hill Street, Kilmarnock KA1 3HY and (ii) an associated licence for works entered into between PRA Group (UK) Limited and the Halo Landlord to enable PRA Group (UK) Limited to compete certain fit out works at the premises (both entered into under an agreement for lease between Harper Macleod LLP (on behalf of PRA Group (UK) Limited) and Anderson Strathern LLP (on behalf of the Halo Landlord) on 5th November 2021).
4.    Guarantee by PRA Group Europe Holding I S.à r.l. of obligations of PRA Group (UK) Limited under (i) agreement for lease between PRA Group (UK) Limited and Chiswick High Limited (the “Riverside Landlord”) for Level 11, Riverside House, 2A Southwark Bridge Road, London, SE1 9HA (“Riverside House”) entered into on 22 March 2022 and (ii) an associated lease agreement and (iii) associated licence for works agreement between PRA Group (UK) Limited and the Riverside Landlord, both to take effect on 1st April 2022.
5.    Loan agreement entered into between PRA Group Europe Holding I S.à r.l. (as lender) and PRA Group, Inc. (as borrower) dated 24 May 2023 as amended and restated by amendment and restatement agreement dated 11 April 2024.

960769560.6


Schedule 8.03

Indebtedness Existing on the First Amendment and Restatement Effective Date
1.    Indebtedness of PRA Group Europe Holding I S.à r.l. pursuant to shareholder loan agreement entered into between PRA Group, Inc. (as lender) and PRA Group Europe Holding I S.à r.l. (as borrower) dated on or around the date of this Agreement.
2.    Indebtedness of PRA Group (UK) Limited, PRA Group UK Portfolios Ltd (and any other Contributing Guarantor which accedes to the document) pursuant to an intercompany loan agreement initially between PRA Group Europe Holding I S.à r.l. (as lender) and PRA Group (UK) Limited (as borrower) dated 7 April 2022.
3.    Guarantee by PRA Group Europe Holding I S.à r.l. of obligations of PRA Group (UK) Limited under (i) lease agreement entered into between PRA Group (UK) Limited and The Halo Kilmarnock Limited (company number SC536157) (the “Halo Landlord”) for Upper Ground Floor, Halo Enterprise + Innovation Hub, Hill Street, Kilmarnock KA1 3HY and (ii) an associated licence for works entered into between PRA Group (UK) Limited and the Halo Landlord to enable PRA Group (UK) Limited to compete certain fit out works at the premises (both entered into under an agreement for lease between Harper Macleod LLP (on behalf of PRA Group (UK) Limited) and Anderson Strathern LLP (on behalf of the Halo Landlord) on 5th November 2021)
4.    Guarantee by PRA Group Europe Holding I S.à r.l. of obligations of PRA Group (UK) Limited under (i) lease agreement entered into between PRA Group (UK) Limited and the Halo Landlord for First Floor, Halo Enterprise + Innovation Hub, Hill Street, Kilmarnock KA1 3HY and (ii) an associated licence for works entered into between PRA Group (UK) Limited and the Halo Landlord to enable PRA Group (UK) Limited to compete certain fit out works at the premises (both entered into under an agreement for lease between Harper Macleod LLP (on behalf of PRA Group (UK) Limited) and Anderson Strathern LLP (on behalf of the Halo Landlord) on 5th November 2021).
5.    Guarantee by PRA Group Europe Holding I S.à r.l. of obligations of PRA Group (UK) Limited under (i) agreement for lease between PRA Group (UK) Limited and Chiswick High Limited (the “Riverside Landlord”) for Level 11, Riverside House, 2A Southwark Bridge Road, London, SE1 9HA (“Riverside House”) entered into on 22 March 2022 and (ii) an associated lease agreement and (iii) associated licence for works agreement between PRA Group (UK) Limited and the Riverside Landlord, both to take effect on 1st April 2022.
6.    Rental Agreement (AALF114728/1) dated 21 December 2017 between PRA Group (UK) Ltd and Peac (UK) Limited in respect of photocopier equipment, as varied by a minute of variation dated 6 December 2021 and as further varied by a minute of variation dated 8 December 2021.
960769560.6


Schedule 11.02
CERTAIN ADDRESSES FOR NOTICES
LOAN PARTIES:

PRA Group, Inc.
120 Corporate Boulevard
Norfolk, Virginia 23502
Attention: LaTisha Tarrant
Email:

With copies to:

PRA Group, Inc.
Office of General Counsel
P.O. Box 12942
Norfolk, VA 23451

PRA Group Europe Holding I S.à r.l.
53, Boulevard Royal
L-2449
Luxembourg
Grand Duchy of Luxembourg
Attention: Harald Cupic
Email:

With copies to:

PRA Group (UK) Limited
Level 11 Riverside House
2a Southwark Bridge Road
London
SE1 9HA
Attention: Head of Legal - UK
Email:

With copies to:

and

Hunton Andrews Kurth (UK) LLP
30 St Mary Axe
London EC3A 8EP
Attention: Ferdinand Calice and Olamide Falomo
Email:



960769479.4



PRA Group UK Portfolios LTD
Level 11 Riverside House
2a Southwark Bridge Road
London
SE1 9HA
Attention: Head of Legal - UK
Email:

With copies to

and

Hunton Andrews Kurth (UK) LLP
30 St Mary Axe
London EC3A 8EP
Attention: Ferdinand Calice and Olamide Falomo
Email:


960769479.4


ADMINISTRATIVE AGENT:

MUFG Bank Ltd, London Branch

Ropemaker Place
25 Ropemaker Street
London EC2Y 9AN

Attention: Admin Team, Loan Agency Services
Telephone: (+44) 20 7577 1542
Facsimile: (+44) 20 7577 1557
Email:






















960769479.4



EXHIBIT A

FORM OF LOAN NOTICE

Date: __________, 20__

To:    MUFG Bank, Ltd, London Branch as Administrative Agent

Re:    Credit Agreement dated [●] 2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group Europe Holding I S.à r.l. as Borrower, the parties thereto as Guarantors, the Lenders from time to time party thereto, and MUFG Bank, Ltd, London Branch as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

Ladies and Gentlemen:

The undersigned hereby requests (select one).

☐ A Borrowing of Revolving Loans

☐ A continuation of Revolving Loans

1.    On _______________, 20__ (which is a Business Day).

2.    Denominated in [Sterling/U.S. Dollars/Euro]

3.    In the amount of [$/£/€]__________.

4.    With an Interest Period of __________ months.

5.    With an end date for the Interest Period of: _______________, 20__ (which is a Business Day).

The Borrower hereby represents and warrants that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the sum of the Total Revolving Outstandings shall not exceed the Borrowing Base, and (iii) the Revolving Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment.

The Borrower hereby represents and warrants that each of the conditions set forth in Section 5.02(a) and (b) of the Credit Agreement has been satisfied on and as of the date of such Borrowing.

Subject to Section 3.03 of the Credit Agreement, this loan notice is irrevocable.

This loan notice and any non-contractual obligations arising out of or in connection with it are governed by English law.

960769479.4



PRA GROUP EUROPE HOLDING I S.À R.L.
a Luxembourg société à responsabilité limitée

By:                    
Name:
Title:


960769479.4


EXHIBIT B
[RESERVED]




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EXHIBIT C-1
[RESERVED]



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EXHIBIT C-2
[RESERVED]


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EXHIBIT C-3
[RESERVED]


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EXHIBIT C-4
[RESERVED]


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EXHIBIT D
[RESERVED]


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EXHIBIT E-1
[RESERVED]


960769479.4


EXHIBIT E-2
[RESERVED]

960769479.4


EXHIBIT F

FORM OF COMPLIANCE CERTIFICATE


Check for distribution to public and private side Lenders
Financial Statement Date: __________, 20__

To:    MUFG Bank, Ltd, London Branch as Administrative Agent

Re:    Credit Agreement dated [●] 2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group Europe Holding I S.à r.l. as Borrower, the parties thereto as Guarantors, the Lenders from time to time party thereto, and MUFG Bank, Ltd, London Branch as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.

Ladies and Gentlemen:

The undersigned Responsible Officer hereby certifies as of the date hereof that [he/she] is the _______________ of [PRA Group Inc.], and that, in [his/her] capacity as such, [he/she] is authorized to execute and deliver this Certificate to the Administrative Agent on behalf of [PRA Group Inc.], and that:

[Use following paragraph 1 for the audited fiscal year-end financial statements for PRA Group Inc.:]

[1.    Attached hereto as Schedule 1 are the year-end audited consolidated financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of PRA Group, Inc. and its Subsidiaries ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.]

[Use following paragraph 1 for the audited fiscal year-end financial statements for each Contributing Guarantor:]

[1.    Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 7.01(c) of the Credit Agreement for the fiscal year of PRA Group, Inc. and its Subsidiaries ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.]

[Use following paragraph 1 for fiscal quarter-end financial statements of PRA Group, Inc.:]

[1.    Attached hereto as Schedule 1 are the unaudited consolidated financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of PRA Group, Inc. and its Subsidiaries ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of PRA Group, Inc. and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.]
960769479.4



[Use following paragraph 1 for fiscal year-end financial statements of each Contributing Guarantor:]

[1.    Attached hereto as Schedule 1 are the unaudited consolidated financial statements required by Section 7.01(d) of the Credit Agreement for the fiscal year of PRA Group, Inc. and its Subsidiaries ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of [PRA Group (UK) Limited] [PRA Group UK Portfolios Ltd] [each Contributing Guarantor] in accordance with [IFRS] as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.]

2.    The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made, a review of the transactions and condition (financial or otherwise) of [PRA Group, Inc.] [the relevant Contributing Guarantor] during the accounting period covered by the attached financial statements.

3.    A review of the activities of [PRA Group, Inc.] [PRA Group (UK) Limited] [PRA Group UK Portfolios Ltd] [each Contributing Guarantor] during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period [PRA Group, Inc.] [PRA Group (UK) Limited] [PRA Group UK Portfolios Ltd] [the relevant Contributing Guarantor] performed and observed all of their respective obligations under the Loan Documents, and

[select one:]

[to the knowledge of the undersigned during such fiscal period, no condition or event existed or exists which constitutes a Default or Event of Default.]

[or:]

[the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:]

4.    The financial covenant analyses and calculation of the Consolidated Total Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and Income from Operations set forth on Schedule 2 attached hereto are true and accurate in all material respects on and as of the date of this Certificate.

[5. Set forth on Schedule 3 hereto is a true and accurate list as required by Section 7.02(g) of the Credit Agreement on and as of the date of this Compliance Certificate of (a) all applications by any Loan Party (other than PRA Group Inc.) for Intellectual Property (as defined in the UK Security Agreement), (b) all issuances of registrations or letters on existing applications made by any Loan Party (other than PRA Group Inc.) for Intellectual Property (as defined in the UK Security Agreement) and (c) all licenses relating to Intellectual Property (as defined in the UK Security Agreement) entered into by any Loan Party (other than PRA Group Inc.), in each case since the [date of the prior Compliance Certificate][Closing Date].]1
960769479.4



[or:]

[5.    Since the [date of the prior Compliance Certificate][Closing Date] (a) any Loan Party (other than PRA Group Inc.) has made any applications for Intellectual Property (as defined in the UK Security Agreement), (b) there have been no issuances of registrations or letters on existing applications made by any Loan Party (other than PRA Group Inc.) for Intellectual Property (as defined in the UK Security Agreement) and (c) no Loan Party (other than PRA Group Inc.) has entered into any license relating to any Intellectual Property (as defined in the UK Security Agreement) since the [date of the prior Compliance Certificate][Closing Date].]2

[6.    Attached hereto as Schedule 4 is the insurance binder or other evidence of insurance for any insurance coverage of any Loan Party that was renewed, replaced or modified during the period covered by the attached financial statements.]2

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of __________, 20__.


PRA GROUP INC.,
a Delaware corporation

By:                    
Name:
Title:



1 To be delivered only with the fiscal year-end audited financial statements.
2 To be delivered only with the fiscal year-end audited financial statements.
960769479.4


Schedule 2
to Compliance Certificate

1.    Consolidated Total Leverage Ratio

(a)    Consolidated Funded Indebtedness            $        

    (b)    Consolidated EBITDA
        
        (i)    Consolidated Net Income            $____________

(ii)    Consolidated Interest Charges            $____________

        (iii)    federal, state, local and foreign
            income taxes                    $____________

        (iv)    depreciation and amortization
expense                        $____________

        (v)    Recoveries Applied to Negative
Allowance, net of changes in
expected recoveries                $____________

(vi)    fees, costs and expenses incurred in
respect of the Credit Agreement or in
connection with any disposition,
incurrence of Consolidated Funded
Indebtedness, Acquisition, Investment
or offering of Equity Interests, in each
case as permitted under the Loan
Documents                    $____________

(vii)    all other non-cash charges, to the extent
such charges do not represent a cash
charge in such period or any future period    $____________

        (viii)    Consolidated EBITDA
[(i) + (ii) +(iii) + (iv) + (v) + (vi) + (vii)]        $        

(c)    Consolidated Total Leverage Ratio    
[(a)/(b)(viii)]                        __________:1.0

2.    Consolidated Senior Secured Leverage Ratio

    (a)    Consolidated Senior Secured Indebtedness        $        

    (b)    Consolidated EBITDA [1(b)(viii)]            $____________

(c)    Consolidated Senior Secured Leverage Ratio    
960769479.4


[(a)/(b)]                            __________:1.0

3.    Consolidated Fixed Charge Coverage Ratio:

    (a)    Consolidated EBITDA [1(b)(viii)]        $        

(b)    Scheduled principal payments made on Consolidated Funded Indebtedness
                                $____________

(c)    Consolidated Interest Charges        $____________

(d)    Consolidated Fixed Charge Coverage Ratio    
[(a)/(b + c)]                            __________:1.0


960769479.4


EXHIBIT G
FORM OF JOINDER AGREEMENT

    THIS JOINDER AGREEMENT (the “Agreement”) dated as of __________, 20__ is by and between __________, a __________ (the “New Subsidiary”), and MUFG Bank, Ltd, London Branch in its capacity as Administrative Agent under that certain Credit Agreement dated [●] 2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group Europe Holding I S.à r.l. as Borrower, the parties thereto as Guarantors, the Lenders from time to time party thereto, and MUFG Bank, Ltd, London Branch as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
    The Loan Parties are required by Section 7.12 of the Credit Agreement to cause the New Subsidiary to become a “Guarantor” thereunder. Accordingly, the New Subsidiary hereby agrees as follows with the Administrative Agent, for the benefit of the holders of the Obligations:
1.    The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby jointly and severally together with the other Guarantors, guarantees to each holder of the Obligations and the Administrative Agent, as provided in Article IV of the Credit Agreement, the prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.
    2.    [Reserved].
    3.    [Reserved].
4.    The New Subsidiary hereby represents and warrants to the Administrative Agent and the Lenders that:
(a)    The New Subsidiary’s exact legal name and jurisdiction of incorporation is as set forth on the signature pages hereto.
(b)    The New Subsidiary’s taxpayer identification number, if applicable, and company/organization number are set forth on Schedule 1 hereto.
(c)    Other than as set forth on Schedule 2 hereto, the New Subsidiary has not changed its legal name, changed its jurisdiction of incorporation, been party to a merger, amalgamation, consolidation or other change in structure in the five years preceding the date hereof.
(d) Schedule 3 hereto includes any action, suit, investigation or proceeding pending or to the knowledge of the New Subsidiary, threatened in any court or before an arbitrator or Governmental Authority as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, could reasonably be expected to have a Material Adverse Effect.
960769479.4


(e)    Schedule 4 hereto lists each Subsidiary of the New Subsidiary as of the date hereof, together with (i) jurisdiction of incorporation, (ii) the certificate number(s) of the certificates evidencing such Equity Interests, if any, and number and percentage of outstanding shares of each class owned by the New Subsidiary (directly or indirectly) of such Equity Interests and (iii) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto.
    5.    The address of the New Subsidiary for purposes of all notices and other communications is the address designated for all Loan Parties on Schedule 11.02 to the Credit Agreement or such other address as the New Subsidiary may from time to time notify the Administrative Agent in writing.
[6.    In relation to the New Subsidiary, the amount of Reserves which will apply to is are [£][€][$][●].]
    7.    This Agreement may be executed in multiple counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.
    8.    This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.













960769479.4


    IN WITNESS WHEREOF, the New Subsidiary has caused this Joinder Agreement to be duly executed as a deed by its authorized officer, and the Administrative Agent, for the benefit of the holders of the Obligations, has caused the same to be accepted by its authorized officer, as of the day and year first above written.
SIGNED as a deed by an authorized officer for and on behalf of:
                            [NEW SUBSIDIARY]

                            By:                    
                            Name:
                            Title:



By:                    
                            Name:
                            Title:




Acknowledged and accepted:

MUFG BANK, LTD, LONDON BRANCH
as Administrative Agent

By:                    
Name:
Title:


960769479.4


Schedule 1

Taxpayer Identification Number; Company/Organization Number Changes in Legal Name or Jurisdiction of Incorporation;

960769479.4


Schedule 2
Mergers, Consolidations and other Changes in Structure

960769479.4


Schedule 3
Material Litigation

960769479.4


Schedule 4
Equity Interests

960769479.4


EXHIBIT H

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein have the meanings provided in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns absolutely to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Guarantees included in such facilities)and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Upon the Effective Date, (i) the Assignor is released from all of the obligations of the Assignor which correspond to that portion of the Assignors’ rights which corresponds with the Assigned Interests and (ii) the Assignee shall become a party to the Credit Agreement as a Lender and is bound by the obligations equivalent to those from which the Assignor is released under limb (i).

1.    Assignor:                            

2.    Assignee:                             [and is an
                    Affiliate/Approved Fund of [identify Lender]]

3.    Borrowers:    PRA Group Europe Holding I S.à r.l., a Luxembourg société à responsabilité limitée (the “Borrower”)

4.    Administrative Agent:    MUFG Bank, Ltd, London Branch


960769479.4


5.    Credit Agreement:    Credit Agreement dated [●] 2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group Europe Holding I S.à r.l. as Borrower, the parties thereto as Guarantors, the Lenders from time to time party thereto, and MUFG Bank, Ltd, London Branch as Administrative Agent.

6.     Assigned Interest:    

Aggregate Amount of Commitment/Loans for all Lendersi
Amount of Commitment/Loans Assigned1
Percentage Assigned of Commitment/Loans2
$
$
    %
$
$
    %
$
$
    %
7.    The Lending Office and other contact details for the Assignee are:

    [●]

8.    The Assignee confirms, for the benefit of the Administrative Agent and without liability to any Loan Party that it [is]/[is not] a Qualifying Lender

[9.    Trade Date:        ______________]3

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR:    [NAME OF ASSIGNOR]

By:                    
Name:
Title:

ASSIGNEE:    [NAME OF ASSIGNEE]

By:                    
Name:
Title:
1 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.
960769479.4


[Consented to and]4 Accepted:

MUFG BANK, LTD, LONDON BRANCH
as Administrative Agent

By:                    
Name:
Title:

[Consented to:]5

PRA GROUP EUROPE HOLDING I S.À R.L.,
a Luxembourg société à responsabilité limitée

By:                    
Name:
Title:


4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
5 To be added only if the consent of PRA is required by the terms of the Credit Agreement.
960769479.4


Annex 1 to Assignment and Assumption

STANDARD TERMS AND CONDITIONS

1. Representations and Warranties.

1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets the requirements to be an assignee under Section 11.06(b) of the Credit Agreement (subject to the consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 7.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

960769479.4


3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and any non-contractual obligations arising out of or in connection with it are governed by English law.
960769479.4


EXHIBIT I

FORM OF BORROWING BASE CERTIFICATE

For the month ended _________________, 20___.

    Reference is made to that certain Credit Agreement dated [●] 2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group Europe Holding I S.à r.l. as Borrower, the parties thereto as Guarantors, the Lenders from time to time party thereto, and MUFG Bank, Ltd, London Branch as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.
    
    The undersigned Responsible Officer hereby certifies that, as of the date hereof the calculation of the Borrowing Base on Schedule 1 attached hereto is in conformance with the terms of the Credit Agreement and is true and correct in all material respects


PRA GROUP, INC., a Delaware corporation

By:                    
Name:
Title:


960769479.4


Schedule 1
TO BORROWING BASE CERTIFICATE


BORROWING BASE

ACTUAL
I. ESTIMATED REMAINING COLLECTIONS
1.
aggregate gross remaining cash collections which the Contributing Guarantors anticipate to receive from an Asset Pool as reflected in its Portfolio ERC Model accounting process
II. ELIGIBLE ASSET POOLS
1.
those existing Asset Pools accepted by the Lenders on the Restatement Date and newly acquired Asset Pools of the Contributing Guarantors acquired from Asset Pool Sellers not affiliated with any Contributing Guarantor, that in each case, (i) are not Insolvency Eligible Asset Pools, and (ii) meet all of the following requirements:
(a)
the Receivables in such Asset Pool, taken as a whole, comply in all material respects with all applicable laws and regulations;
(b)
all amounts and information appearing on the applicable Asset Pool Report furnished to the Administrative Agent and the Lenders in connection therewith are true and correct in all material respects;
(c)
a Contributing Guarantor has good and marketable title and has the right to pledge, assign and deliver the Assets of such Asset Pool, free from all liens, claims, encumbrances or security interests whatsoever; provided that such Assets may be subject to recall or putback rights;
(d)
[reserved];
(e)
to the knowledge of a Responsible Officer no condition exists that materially and adversely affects the Estimated Remaining Collections of the Asset Pool; and
(f)
since the acquisition of the Asset Pool by the relevant Contributing Guarantor, no sale of any Receivable within the Asset Pool has occurred except arm’s length sales to non-affiliated third parties and any repurchase or substitution of such Receivable pursuant to the terms of a Purchase Agreement.
(g)
Estimated Remaining Collections of all Eligible Asset Pools: $________
III. INSOLVENCY ELIGIBLE ASSET POOLS
1. Asset Pools of any Contributing Guarantor in which the debtors are subject to a proceeding under the Insolvency Act 2006 (UK), Bankruptcy (Scotland) Act 2016, Insolvent Partnerships Order 1994 or Administration of Insolvent Estate of Deceased Persons Order 1986 that in each case meet all of the following requirements:

(a) the Receivables in such Asset Pool, taken as a whole, comply in all material respects with all applicable laws and regulations;
(b) all amounts and information appearing on the applicable Asset Pool Report furnished to the Administrative Agent and the Lenders in connection therewith are true and correct in all material respects;
(c) a Contributing Guarantor has good and marketable title and has the right to pledge, assign and deliver the Assets of such Asset Pool, free from all liens, claims, encumbrances or security interests whatsoever; provided that such Assets may be subject to recall or putback rights;
(d) [reserved];
(e) to the knowledge of a Responsible Officer no condition exists that materially and adversely affects the Estimated Remaining Collections of the Asset Pool; and
(f) since the acquisition of the Asset Pool by the relevant Contributing Guarantor, no sale of any Receivable within the Asset Pool has occurred except arm’s length sales to non-affiliated third parties and any repurchase or substitution of such Receivable pursuant to the terms of a Purchase Agreement.
(g) Estimated Remaining Collections of all Insolvency Eligible Asset Pools: $________

960769479.4


IV.
BORROWING BASE:
[(35% of II.1(g)) + (55% of III.2(g))]
$________





BORROWING BASE minus Reserves:
[(35% of II.1(g)) + (55% of III.1(g))] – Reserves (GBP3,500,000 + GBP1,600,000)


Total UK Borrowings Outstanding in USD
Total UK Availability in USD
Total UK Borrowing Base Availability in USD
Month End Rate – PRA Group (per Oanda)



960769479.4


EXHIBIT J-1

FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Credit Agreement dated [●] 2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group Europe Holding I S.à r.l. as Borrower, the parties thereto as Guarantors, the Lenders from time to time party thereto, and MUFG Bank, Ltd, London Branch as Administrative Agent.
Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a “10 percent shareholder” of any Loan Party within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a “controlled foreign corporation” related to any Loan Party as described in Section 881(c)(3)(C) of the Internal Revenue Code.
The undersigned has furnished the Administrative Agent and PRA Group Europe Holding I S.à r.l. with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform PRA Group Europe Holding I S.à r.l. and the Administrative Agent, and (2) the undersigned shall have at all times furnished PRA Group Europe Holding I S.à r.l. and the Administrative Agent with two copies of a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF LENDER]
By: _______________________    
Name: ________________________
Title: ________________________
Date: ________ __, 20[ ]
960769479.4


EXHIBIT J-2
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Credit Agreement dated [●] 2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group Europe Holding I S.à r.l. as Borrower, the parties thereto as Guarantors, the Lenders from time to time party thereto, and MUFG Bank, Ltd, London Branch as Administrative Agent.
Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a “10 percent shareholder” of any Loan Party within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a “controlled foreign corporation” related to any Loan Party as described in Section 881(c)(3)(C) of the Internal Revenue Code.
The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with two copies of a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF PARTICIPANT]
By: _______________________    
Name: ________________________
Title: ________________________
Date: ________ __, 20[ ]
960769479.4


EXHIBIT J-3
FORM OF
U.S. TAX COMPLIANCE CERTIFICATE
(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Credit Agreement dated [●] 2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group Europe Holding I S.à r.l. as Borrower, the parties thereto as Guarantors, the Lenders from time to time party thereto, and MUFG Bank, Ltd, London Branch as Administrative Agent.
Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of any Loan Party within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to any Loan Party as described in Section 881(c)(3)(C) of the Internal Revenue Code.
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with two copies of a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF PARTICIPANT]
By: _______________________    
Name: ________________________
Title: ________________________
Date: ________ __, 20[ ]

960769479.4


EXHIBIT J-4
FORM OF U.S. TAX COMPLIANCE CERTIFICATE
(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
Reference is hereby made to the Credit Agreement dated [●] 2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group Europe Holding I S.à r.l. as Borrower, the parties thereto as Guarantors, the Lenders from time to time party thereto, and MUFG Bank, Ltd, London Branch as Administrative Agent.
Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a “10 percent shareholder” of any Loan Party within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to any Loan Party as described in Section 881(c)(3)(C) of the Internal Revenue Code.
The undersigned has furnished the Administrative Agent and PRA Group Europe Holding I S.à r.l. with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform PRA Group Europe Holding I S.à r.l. and the Administrative Agent, and (2) the undersigned shall have at all times furnished PRA Group Europe Holding I S.à r.l. and the Administrative Agent with two copies of a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.
Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.
[NAME OF LENDER]
By: _______________________    
Name: ________________________
Title: ________________________
Date: ________ __, 20[ ]
960769479.4


EXHIBIT K

[RESERVED]



960769479.4


EXHIBIT L
[RESERVED]

960769479.4


EXHIBIT M

FORM OF NOTICE OF LOAN PREPAYMENT

Date: __________, 20__
To:    MUFG Bank, Ltd, London Branch as Administrative Agent
Re:    Reference is hereby made to the Credit Agreement dated [●] 2022 (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among PRA Group Europe Holding I S.à r.l. as Borrower, the parties thereto as Guarantors, the Lenders from time to time party thereto, and MUFG Bank, Ltd, London Branch as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.
Ladies and Gentlemen:
The undersigned Borrower hereby notifies the Administrative Agent that on _____________6 pursuant to the terms of Section 2.05 (Prepayments) of the Credit Agreement, the undersigned Borrower intends to prepay/repay the following Loans as more specifically set forth below:
☐ Optional prepayment of Revolving Loans in the following amount(s):    
☐ Compounded Rate Loans: [£]            7
Applicable Interest Period:             
☐ Eurocurrency Rate Loans: [€]            8
Applicable Interest Period:             
☐ Tem SOFR Rate Loans: [$]            9
Applicable Interest Period:             
☐ ABR Loans: [$]            10
Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice.
6     Specify date of such prepayment, which date may be conditioned upon the happening or occurrence of a specified event, the proceeds of which are intended to be used to prepay such outstanding Loans as permitted by Section 2.05 of the Credit Agreement.
7     Any prepayment of Compounded Rate Loans shall be in a minimum principal amount of $2,000,000 (or if less, the entire principal amount thereof outstanding).
8     Any prepayment of Eurocurrency Rate Loans shall be in a minimum principal amount of $2,000,000 (or if less, the entire principal amount thereof outstanding).
9     Any prepayment of Term SOFR Rate Loans shall be in a minimum principal amount of $2,000,000 (or if less, the entire principal amount thereof outstanding).
10     Any prepayment of ABR Loans shall be in a minimum principal amount of $2,000,000 (or if less, the entire principal amount thereof outstanding).

960769479.4




PRA GROUP EUROPE HOLDING I S.À R.L.
a Luxembourg société à responsabilité limitée

By:                    
Name:
Title:

960769479.4


EXHIBIT N
FORM OF ASSET POOL REPORT
960769479.4


PRA Group (UK) Limited/PRA Group UK Portfolios Ltd in $1,000s
Purchase Price Multiples - United Kingdom
[Date]
Purchase Period Purchase Price ERC-Historical Period Exchange Rates Total Estimated Collections ERC-Current Period Exchange Rates Current Estimated Purchase Price Multiple (%) Original Estimated Purchase Price Multiple (%)
UK Core
2012  $  $  $  $
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024        
Subtotal  $  $  $  $
Purchase Period Purchase Price ERC-Historical Period Exchange Rates Total Estimated Collections ERC-Current Period Exchange Rates Current Estimated Purchase Price Multiple (%) Original Estimated Purchase Price Multiple (%)
UK Insolvency
2014  $  $  $  $
2015
2016
2017
2018
2019
960769479.4


2020
2021
2022
2023
2024        
Subtotal  $  $  $  $
Total United Kingdom  $  $  $  $


960769479.4


PRA Group (UK) Limited/PRA Group UK Portfolios Ltd


in $1,000s
YTD Net Revenue Table-United Kingdom
[Date]
Purchase Period Cash Collections Portfolio Income Change in Estimated Recoveries Total Portfolio Revenue
Net Finance Receivables as of [●], [ ]
UK Core
2012  $  $  $  $  $
2013                                              -
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Subtotal  $  $  $  $  $
Purchase Period Cash Collections Portfolio Income Change in Estimated Recoveries Total Portfolio Revenue
Net Finance Receivables as of [●], [ ]
UK Insolvency
2014  $  $  $  $  $
2015
2016
2017
2018
960769479.4


2019
2020
2021
2022
2023
2024
Subtotal  $  $  $  $  $
Total United Kingdom  $  $  $  $  $


960769479.4


PRA Group (UK) Limited/PRA Group UK Portfolios Ltd











in $1,000s
Cash Collections and Purchases by Year and Purchase Year-UK ONLY









[Date]













UK-CORE
Purchase










 

Purchase period
Price
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Total

2015











 

2016











 

2017











 

2018











 

2019











 

2020











 

2021













2022













2023













2024

 
 
 
 
 
 
 
 
 

 

Subtotal
$
$
$
$
$
$
$
$
$
$
$
$

UK-INSOLVENCY
Purchase










 

Purchase period
Price
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Total

2015











 

2016











 

2017











 

2018











 

2019











 

2020











 

2021












960769479.4



2022













2023













2024

 
 
 
 






 

Subtotal
$
 $
 $
$
$
$
$
$
$
$
$
$

Total UNITED KINGDOM
$
$
$
$
$
$
$
$
$
$
$
$

 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 










 

 

     




960769479.4


EXECUTION of Deed of Amendment and Restatement:
Borrower

SIGNED as a deed by an authorised signatory, duly authorised for and on behalf of PRA GROUP EUROPE HOLDING I S.À R.L.
))))

                            /s/ Gareth Macken
                            Name:    Gareth Macken

                            Title:    Authorised Signatory


960851147.7


Guarantors

SIGNED as a deed by an officer, duly authorised for and on behalf of PRA GROUP, INC.
)))

                            /s/ Rakesh Sehgal
                            Name:    Rakesh Sehgal

                            Title:    Chief Financial Officer



SIGNED as a deed by a director, duly authorised for and on behalf of PRA GROUP (UK) LIMITED in the presence of:
))))

                            /s/ Gareth Macken
                            Name: Gareth Macken

                            Title: Director

Witness's signature: /s/ Vani Amin
Witness's name
(in capitals):
VANI AMIN
Witness's address: 11TH FLOOR RIVERSIDE HOUSE 2A SOUTHWARK BRIDGE ROAD SE1 94A


960851147.7


SIGNED as a deed by an attorney, duly authorised pursuant to a power of attorney dated 17 October 2024 for and on behalf of PRA GROUP UK PORTFOLIOS LTD in the presence of:
)))))

                            /s/ Gareth Macken
                            Name:    Gareth Macken

                            Title:    Attorney

Witness's signature: /s/ Vani Amin
Witness's name
(in capitals):
VANI AMIN
Witness's address: 11TH FLOOR RIVERSIDE HOUSE 2A SOUTHWARK ROAD BRIDGE SE1 94A




960851147.7


Security Obligors
SIGNED as a deed by an authorised signatory, duly authorised for and on behalf of PRA GROUP EUROPE HOLDING I S.À R.L.
))))

                            /s/ Gareth Macken
                            Name:    Gareth Macken

                            Title:    Authorised Signatory



SIGNED as a deed by a director, duly authorised for and on behalf of PRA GROUP (UK) LIMITED in the presence of:
))))

                            /s/ Gareth Macken
                            Name: Gareth Macken

                            Title:

Witness's signature: /s/ Vani Amin
Witness's name
(in capitals):
VANI AMIN
Witness's address: 11TH FLOOR RIVERSIDE HOUSE 2A SOUTHWARK ROAD BRIDGE SE1 94A


960851147.7



SIGNED as a deed by an attorney, duly authorised pursuant to a power of attorney dated 17 October 2024 for and on behalf of PRA GROUP UK PORTFOLIOS LTD in the presence of:
)))))

                            /s/ Gareth Macken
                            Name:    Gareth Macken

                            Title:    Attorney

Witness's signature: /s/ Vani Amin
Witness's name
(in capitals):
VANI AMIN
Witness's address: 11TH FLOOR RIVERSIDE HOUSE 2A SOUTHWARK ROAD BRIDGE SE1 94A

SIGNED as a deed by an authorised signatory, duly authorised for and on behalf of PRA GROUP EUROPE HOLDING II S.À R.L.
))))

                            /s/ Gareth Macken
                            Name:    Gareth Macken

                            Title:    Authorised Signatory


SIGNED as a deed by an authorised signatory, duly authorised for and on behalf of PRA GROUP EUROPE HOLDING S.À R.L.
)))

                            /s/ Gareth Macken
                            Name:    Gareth Macken

                            Title:    Authorised Signatory
960851147.7


Administrative Agent
SIGNED as a deed by an authorised signatory, duly authorised for and on behalf of MUFG BANK, LTD., LONDON BRANCH in the presence of:
))))

                            /s/ Matthew Lincoln
                            Name: Matthew Lincoln

                            Title: Managing Director

Witness's signature: /s/ Susan Dvorak
Witness's name
(in capitals):
SUSAN DVORAK
Witness's address: Ropemaker Place, 25 Ropemaker Street, London EC2Y 9AN, United Kingdom


960851147.7


Lenders

SIGNED as a deed by two authorised signatories, each duly authorised for and on behalf of MUFG BANK (EUROPE) N.V.
)))

                            /s/ Chris Uphoff
                            Name: Chris Uphoff

                            Title: Managing Director

                            /s/ Pepijn Linker
                            Name: Pepijn Linker

                            Title: Director




960851147.7


SIGNED as a deed by two authorised signatories, each duly authorised for and on behalf of ING CAPITAL LLC
)))

                            /s/ Jonathan Banks
                            Name: Jonathan Banks

                            Title: Managing Director



                            /s/ Alex Kreissman
                            Name: Alex Kreissman

                            Title: Director



960851147.7


SIGNED as a deed by an authorised signatory, duly authorised for and on behalf of TRUIST BANK
)))

                            /s/ Madison Waterfield
                            Name: Madison Waterfield

                            Title: Director




960851147.7


SIGNED as a deed by an authorised signatory, duly authorised for and on behalf of CITIZENS BANK, N.A.
)))

                            /s/ Doug Kennedy
                            Name: Doug Kennedy

                            Title: SVP

960851147.7


SIGNED as a deed by two authorised signatories, each duly authorised for and on behalf of NORDEA BANK ABP, FILLIAL I NORGE
))))

                            /s/ Mikkel Andreas Vogt
                            Name: Mikkel Andreas Vogt

                            Title: Managing Director

                            /s/ Ingrid Graff Kvalen
                            Name: Ingrid Graff Kvalen

                            Title: Associate Director





960851147.7


SIGNED as a deed by an authorised signatory, duly authorised for and on behalf of DNB BANK ASA
)))

                            /s/ Steinar Engelstad
                            Name: Steinar Engelstad

                            Title: SVP





/s/ Sverre Woldsund
                            Name: Sverre Woldsund

                            Title: Client Manager        
960851147.7


SIGNED as a deed by an authorised signatory, duly authorised for and on behalf of LLOYDS BANK PLC in the presence of:
))))

                            /s/ Lee Chester
                            Name: Lee Chester

                            Title: Associate Director

Witness's signature: /s/ Blair Daly
Witness's name
(in capitals):
BLAIR DALY
Witness's address: 11 Earl Grey Street Edinburgh, EH3 9BN




960851147.7


SIGNED as a deed by an authorised signatory, duly authorised for and on behalf of FIFTH THIRD BANK, NATIONAL ASSOCIATION
))))

                            /s/ Kelly Shield
                            Name: Kelly Shield

                            Title: SVP, Managing Director


960851147.7
EX-19.1 6 exhibit191insidertradingpo.htm EX-19.1 Document

Exhibit 19.1








PRA Group, Inc.
Insider Trading Policy



1


1. Introduction
PRA Group, Inc. (“PRA” or the “Company”) has adopted this Insider Trading Policy (“Policy”) to promote compliance by the Company’s Directors, Officers, and Employees with federal securities laws, including those relating to insider trading. Although this Policy is designed to reduce the risk that an insider trading violation occurs, PRA’s Directors, Officers, and Employees should remember that ultimate responsibility for adhering to this Policy and avoiding improper trading rests with each individual.
image_1.jpg Authority and Scope
This Policy applies to all Directors, Officers, and Employees of PRA, including Employees outside the United States. PRA’s Directors, Officers, and Employees are responsible for ensuring that (a) their family members (including spouses, minor children, or any other family members living in the same household) and (b) other entities under their control (such as trusts for which they are the trustee, partnerships for which they are the general partner or estates for which they are the executor) comply with the provisions of this Policy.
1.2 Policy Statement
It is PRA’s Policy that no Director, Officer or Employee may:
•trade in or recommend that another person trade in PRA’s securities while in possession of material, nonpublic information (“MNPI”) relating to the Company except in compliance with this Policy, or
•provide MNPI about PRA to a person who may trade in the Company’s securities while aware of such information.
1.3 Roles and Responsibilities
Corporate Compliance Department (“Compliance”) – Compliance is responsible for the regular review and approval of this document in accordance with PRA’s Policy, Procedure, and Training Material Writing, Approval and Acknowledgement Policy.
Employee(s) – Employee(s) refer to all personnel referenced in this document regardless of position, nationality, or location. Employees must comply with the terms of this document. Any questions with regard to the intent, purpose or implementation of this document are to be addressed with the respective Manager. Employees are expected to be familiar with the location, availability, and tenets of applicable documents and guidance. They are required to take all required training and acknowledge completion. An Employee who has knowledge of a violation of this document is obligated to inform their respective Manager.
2


Management – Responsible for ensuring that Employees receive and understand the policies and procedures in this document and others that are applicable to their roles and responsibilities.
Management must design, document and implement controls to ensure and evidence compliance with this Policy and monitor the effectiveness of those controls.
Office of General Counsel (“OGC”) – Provides guidance to ensure written content is consistent with federal, state, and municipal laws and regulations.

1.4 Related Documents
•Code of Conduct
•Compliance Management System (CMS) Policy
•Data Dictionary - Definitions
•Document Retention and Destruction/Records Management Policy
•Human Resources Employee Handbook
•Policy, Procedure and Training Material Writing, Approval and Acknowledgment Policy
2. Insider Trading
2.1 Who is an “insider”?
Any person who possesses MNPI is considered an insider as to that information. Insiders include:
•PRA’s Directors, Officers, Employees and independent Contractors, and
•those in a special relationship with PRA, such as Auditors, Consultants or Attorneys.
It is important for you to understand that a person is an insider each time that he or she is in possession of MNPI.
2.2 Which securities are covered by this Policy? What is “trading”?
This Policy applies to PRA’s common stock, options to purchase PRA’s common stock, and any other type of securities PRA may issue, including, but not limited to, preferred stock, notes, bonds, convertible debentures, and warrants (collectively, “Company Securities”). For purposes of this Policy, “trade” or “trading” means broadly any purchase, sale or other transaction to acquire, transfer or dispose of securities, including, but not limited to, gifts or other contributions, exercises of stock options, sales of stock acquired upon the exercise of stock options or vesting of restricted stock or restricted stock units and trades made under an employee benefit plan such as a 401(k) plan.
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2.3 How do I know if information is “material”?
Information is considered “material” (1) if there is a very good chance, or substantial likelihood, that a reasonable investor would consider it important in deciding to trade in or hold a company’s stock or other security or (2) where the information is likely to have a significant effect on the market price of the security. Material information can be positive or negative and can relate to any aspect of a company’s business. Examples of information that may be considered material include:
•Financial results (especially earnings estimates) or operating results;
•Significant changes in the Company’s prospects;
•Significant changes in the Company’s Board of Directors or management;
•Developments regarding significant litigation or regulatory proceedings;
•Cybersecurity incidents, including breaches;
•A pending or proposed merger, acquisition or tender offer;
•Bank borrowings or other financing transactions outside the ordinary course of business;
•Changes in dividend policies;
•A government investigation; and
•Establishment of, or changes to, a repurchase program for Company Securities.
This list of examples is not intended to be exhaustive. If the information you have is motivating you to trade in PRA’s securities or the securities of another company with which PRA has a relationship, it is probably material.
2.4 When is information nonpublic?
Information is nonpublic if it has not been distributed to, and absorbed by, the general public. In order for information to be considered public, it must be widely disseminated in a manner making it generally available to investors through such media as Dow Jones, Reuters Economic Services, The Wall Street Journal, or Associated Press, or disclosed in a filing with U.S. Securities and Exchange Commission. The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination.
In addition, even after a public announcement of material information, a reasonable period of time must elapse in order for the market to react to the information. Generally, one should allow one full trading day following publication as a reasonable waiting period before such information is deemed to be public. For example, if disclosure of material information that was previously nonpublic is made on Monday after the market closes, Employees aware of that MNPI may not
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trade in Company Securities until Wednesday in order to give the market time to “absorb” the information.
3. Policies Regarding Transactions in Company and other Securities
The following policies apply to all PRA Directors, Officers, and Employees.
3.1 No Trading While in Possession of MNPI
No person may trade in or recommend that another person trade in Company Securities when the person has knowledge of material information concerning PRA that has not been disclosed to the public.
3.2 No Speculative Transactions
Company Directors, Officers, and Employees are prohibited from:
•trading in options, warrants, puts and calls or similar instruments on Company Securities;
•engaging in short sales of Company Securities;
•holding Company Securities in margin accounts;
•engaging in hedging and monetization transactions;
•pledging Company Securities as collateral; and
•placing standing or limit orders other than pursuant to a Rule 10b5-1 trading plan (see Section 4.3 below).
3.3 Confidentiality of Material, Non-Public Information
MNPI must not be disclosed to anyone, except persons within PRA or Third-Party agents of PRA (such as investment banking advisors or outside legal counsel) whose positions require them to know it.
3.4 No Tipping
Insiders may be liable for communicating or “tipping” MNPI to any Third-Party (“tippee”). Persons other than insiders also can be liable for insider trading, including tippees who trade on MNPI tipped to them and individuals who trade on MNPI which has been misappropriated. A tippee’s liability for insider trading is no different from that of an insider. Tippees can obtain MNPI by receiving overt tips from others or through, among other things, conversations at social, business or other gatherings.
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3.5 Limitations on Trading in the Securities of Other Companies
No PRA Director, Officer or Employee may trade or recommend that another person trade in the securities of another company on the basis of MNPI about the other company learned in the course of service to or employment with PRA.
4. Additional Considerations for Directors, Section 16 Officers, and
Designated Associates
PRA Directors, Section 16 Officers, and Designated Associates are subject to the following additional restrictions and requirements. Appendix A to this Policy, which lists the Section 16 Officers and Employees who are considered Designated Associates, shall be updated from time to time by the Company’s General Counsel, who will notify Section 16 Officers and Designated Associates of their status.
4.1 Trading Windows
PRA Directors, Section 16 Officers, and Designated Associates may only trade in Company Securities in the public market during the period beginning one full trading day after the release of PRA’s quarterly earnings and ending two weeks prior to the end of the next fiscal quarter.
The General Counsel may also issue instructions from time-to-time prohibiting PRA Directors, Section 16 Officers, and/or Designated Associates from trading in Company Securities. If you are notified of a special blackout period, do not disclose this fact to anyone.
4.2 Pre-Clearance
Directors, Section 16 Officers, and Designated Associates must obtain approval from the Company’s General Counsel, or the General Counsel’s designee, before trading in any Company Securities. Clearance or approval of a trade is valid only for a period of three trading days following the day that the clearance is given. If the transaction order is not placed, or the gift is not made within the three trading days following the day that the clearance is given, clearance must be requested again. If clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance.
4.3 Rule 10b5-1 Plans
Under Rule 10b5-1 of the Securities Exchange Act of 1934, an individual has an affirmative defense against an allegation of insider trading if the person demonstrates that the trade in question took place pursuant to a binding contract, specific instruction or written plan that was put into place before the person became aware of MNPI. Such contracts, irrevocable instructions, and plans are commonly referred to as Rule 10b5-1 plans.
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Section 16 Officers must adopt a Rule 10b5-1 plan before trading in Company Securities. You should keep in mind the following with respect to Rule 10b5-1 plans:
•Pre-Approval – Rule 10b5-1 plans must be preapproved by the General Counsel or the General Counsel’s designee and comply with the requirements set forth in Appendix B to this Policy.
•MNPI and Special Blackouts – Rule 10b5-1 plans must be adopted when the Section 16 Officer is not aware of MNPI and not otherwise subject to a special trading blackout.
•Trading Window –Section 16 Officers may only establish a Rule 10b5-1 plan when PRA’s trading window is open.
•Amendments, Modifications and Terminations – Once a Rule 10b5-1 trading plan is adopted, it can only be amended or modified when PRA’s trading window is open and upon the approval of the General Counsel or the General Counsel’s designee. Once a Rule 10b5- 1 trading plan is adopted, it can only be terminated when PRA’s trading window is open or upon the approval of the General Counsel or the General Counsel’s designee.
•Trading Plans - Section 16 Officers may not have more than one open trading plan. However, such prohibition does not apply to transactions intended to satisfy tax withholding obligations. Trading plans to execute a single trade are limited to one plan per 12-month period.
Note that, for a company’s directors and officers, Rule 10b5-1 imposes a mandatory cooling-off period before trading can commence of the later of (i) 90 days following plan adoption or (ii) two business days following the disclosure in the company’s periodic reports of its financial results for the fiscal quarter in which the plan was adopted. Plan amendments and modifications will generally require a new cooling-off period other than for certain ministerial and non-material changes. Pre-clearance of a transaction or approval of a Rule 10b5-1 plan by the General Counsel or the General Counsel’s designee does not constitute legal advice, does not constitute confirmation that you do not possess MNPI, and does not relieve you of any of your legal obligations.
5. Exceptions
In addition to transactions pursuant to Rule 10b5-1 plans, the following events are not subject to this Policy:
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5.1 401(k) Plan
To the extent that the Company offers Company stock as an investment option in the Company’s 401(k) plan, purchases of Company stock through the Company’s 401(k) plan through regular payroll deductions are not subject to this Policy. However, the sale or gifting of any such Company stock and the election to transfer funds into or out of, or a loan with respect to amounts invested in, the stock fund is subject to this Policy.
5.2 Transactions with the Company
Purchases of securities from, and sales of securities to, the Company are not subject to this Policy. The exercise of stock options under the Company’s stock plans is not subject to this Policy.
However, the sale of any stock acquired upon such exercise, including as part of a cashless exercise of an option, is subject to this Policy.
5.3 Tax Withholding
You may exercise a tax withholding right with respect to restricted stock, shares underlying restricted stock units or shares subject to a stock option pursuant to which you elect to have PRA withhold shares of stock to satisfy tax withholding requirements upon vesting or exercise.
6. Potential Penalties and Disciplinary Actions
6.1 Civil and Criminal Penalties
The consequences of prohibited insider trading or tipping can be severe. Persons violating insider trading or tipping rules may be required to disgorge the profit made or the loss avoided by the trading, pay the loss suffered by the person who purchased securities from or sold securities to the Insider or tippee, pay significant civil and/or criminal penalties, and serve a lengthy jail term. The Company in such circumstances may also be required to pay major civil or criminal penalties.
6.2 Company Discipline
Violation of this Policy or federal or state insider trading or tipping laws by any Insider may, in the case of a Director, subject the Director to dismissal proceedings and, in the case of an Officer or Employee, subject the Officer or Employee to disciplinary action by the Company up to and including termination for cause.
7. Questions
If you have any questions about this Policy or the information discussed in the Policy, you should contact PRA’s General Counsel. You must notify the General Counsel, or the General Counsel’s designee, immediately if you become aware of a breach of this Policy.

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8. Training, Instruction and Resources
Compliance training is essential to the development and maintenance of a compliant culture and is necessary for the execution of business processes that are compliant with applicable laws, regulations and company policies. Employees are required to complete specific ethics and compliance related training modules upon joining the company and on an annual basis thereafter.
Pursuant to the Compliance Management System, Compliance, in close coordination with the Human Resources Department, is responsible for developing and maintaining compliance training content, assisting Management with training assignments and tracking/reporting Employee completion. Senior Management is responsible for ensuring that Employees complete assigned compliance training modules and then monitor, coach and enforce adherence to these policies, procedures, laws and regulations.
To ensure the most up-to-date content is available, policies are located and accessible via PRA Today. Employees seeking additional advice on any of the policies or procedures are to consult with their Managers or contact Compliance at:
9. Compliance Monitoring and Testing
As part of the Compliance Management System, Compliance conducts independent and periodic reviews of applicable laws and regulations. As part of this review, related policies and procedures are examined for accuracy and appropriate coverage of the associated requirements. It is the responsibility of Senior Management to take appropriate action to correct any exceptions found because of these reviews.
10. Internal Audit
Corporate Audit Services is designated to conduct independent audit and advisory reviews of the Company’s policies, procedures, controls, and operations as part of the Company’s internal control system. Audit and advisory review results are reported to the applicable business unit, Senior Management, and the Audit Committee of the Board. It is the responsibility of Senior Management and, when applicable, Compliance Management to take appropriate action to correct any exceptions found as a result of the audit or review.

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11. Document Retention
This document must be reviewed no less frequently than annually. This review shall include the compliance of this document with current law, regulation or directive, the procedural implementation of this document within the current scope of operations, Internal Audit results received during the previous year and the current industry trends or regulatory guidance.
OGC is responsible for the review and maintenance of this document and certain documents incorporated herein by reference in accordance with the Policy, Procedure and Training Material Writing, Approval and Acknowledgement Policy. Likewise, Compliance is responsible for maintaining all approved versions of this Procedure and related documents going forward in accordance with PRA’s Document Retention and Destruction Policy. To ensure visibility of the policies to staff, an approved version of this document is published on PRAToday in the “Policy Vault.”
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Appendix A: Section 16 Officers and Designated Associates
As of July 24, 2024, the Section 16 Officers are:
•President and Chief Executive Officer
•Executive Vice President, Chief Financial Officer
•Executive Vice President, General Counsel & Chief Human Resources Officer
•Executive Vice President, Global Investment Officer
•Executive Vice President, Global Operations Officer
•President, PRA Group Europe
•The following individuals shall be Designated Associates:
•Administrative assistants, or individuals in similar capacity, to the Section 16 Officers
•Direct reports of any Section 16 Officer
•All associates who report to the Senior Vice President, Global Controller who are involved in the preparation of financial statements
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Appendix B: Requirements for Rule 10b5-1 Plans
In order for a 10b5-1 plan to be approved by the General Counsel or the General Counsel’s designee, the plan must, at a minimum:
•Be entered into during an open trading window,
•Specify the amount, price (which may include a limit price) and specific dates of purchases or sales,
•Require that trades be affected using a licensed broker,
•Cover only sales of shares that exceed the Officer’s shareholding requirements,
•Include certifications by the Section 16 Officer that the officer is (1) not aware of any MNPI upon adoption or modification of the plan and (2) adopting the plan in good faith, and
•Include the waiting period during which no trades can occur required by Rule 10b5-1.
Termination: A 10b5-1 plan can be terminated prior to its predetermined end date during an open window period or upon the approval of the General Counsel or the General Counsel’s designee.
Amendment and Modification: Directors and Section 16 Officers can only amend or modify a 10b5-1 plan during an open window period upon the approval of the General Counsel or the General Counsel’s designee. No trades can occur following the amendment or modification of a 10b5-1 plan during the waiting period required by Rule 10b5-1.
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EX-21.1 7 a202410-kexhibit211.htm EX-21.1 Document

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT (a)
Subsidiaries of the Registrant and Jurisdiction of Incorporation or Organization:
Portfolio Recovery Associates, LLC - Delaware
PRA Receivables Management, LLC - Virginia
PRA Holding IV, LLC - Virginia
PRA Holding V, LLC - Virginia
Claims Compensation Bureau, LLC - Delaware
PRA Group Canada Inc. - Canada
PRA Group RM Israel. Ltd. - Israel
PRA Group Europe Holding III S.á r.l. - Luxembourg
PRA Group Europe Holding II S.á r.l - Luxembourg
PRA Group Europe Holding I S.á r.l. - Luxembourg
PRA Group Europe Holding S.á r.l. - Luxembourg
PRA Group (UK) Limited - United Kingdom (England and Wales)
PRA Group (UK) Portfolios Limited - United Kingdom (England and Wales)
PRA Group Österreich Inkasso GmbH - Austria
PRA Group Österreich Portfolio GmbH - Austria
PRA Group Sverige AB - Sweden
PRA Group Europe Holding S.á r.l., Luxembourg, Zweigniederlassung Zug Branch - Switzerland
PRA Group Europe Finance S.a.r.l. - Luxembourg
PRA Suomi OY - Finland
PRA Group Deutschland GmbH - Germany
PRA Group Europe AS - Norway
PRA Iberia, S.L.U. - Spain
PRA Group Norge AS - Norway
PRA Group Europe Portfolio AS - Norway
PRA Group Europe Portfolio AS, Oslo, Zug Branch - Switzerland
PRA Group Switzerland Portfolio AG - Switzerland
AK Nordic NUF - Norway
AK Nordic AB - Sweden
RCB Investimentos S.A. - Brazil
Itapeva Recuperação de Créditos LTDA. - Brazil
DivZero Recuperação de Créditos LTDA - Brazil
RCB Portfolios LTDA. - Brazil
PRA Group Colombia Holding S.A.S. - Colombia
PRA Group Polska Sub-Holding sp. z o.o. - Poland
PRA Group Polska sp. zoo - Poland
PRA Group Brasil - Empreedimentos e Participações LTDA - Brazil
PRA Group Polska Holding sp. zoo - Poland
PRA Australia Pty Ltd - Australia
PRA Group TFI, S.A. - Poland
Horyzont NSD CEIF - Poland

(a) Inactive subsidiaries and subsidiaries with minimal operations have been omitted. Such subsidiaries, if taken as a whole, would not constitute a significant subsidiary.


EX-23.1 8 a202410-kexhibit231.htm EX-23.1 Document

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements, as listed below, of PRA Group, Inc. and in the related Prospectus, where applicable, of our reports dated February 27, 2025 with respect to the consolidated financial statements of PRA Group, Inc. and the effectiveness of internal control over financial reporting of PRA Group, Inc., included in this Annual Report (Form 10-K) of PRA Group, Inc. for the year ended December 31, 2024.

Registration Statement Number Form Description
333-110330 Form S-8 Securities to be offered to employees in employee benefit plans
333-230502 Form S-8 Securities to be offered to employees in employee benefit plans
333-270237 Form S-8 Securities to be offered to employees in employee benefit plans
/s/ Ernst & Young LLP
Richmond, Virginia
February 27, 2025


EX-31.1 9 a202410-kexhibit311.htm EX-31.1 Document

Exhibit 31.1
I, Vikram A. Atal, certify that:
1. I have reviewed this annual report on Form 10-K of PRA Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 27, 2025 By:   /s/ Vikram A. Atal
  Vikram A. Atal
  President and Chief Executive Officer
(Principal Executive Officer)


EX-31.2 10 a202410-kexhibit312.htm EX-31.2 Document

Exhibit 31.2
I, Rakesh Sehgal, certify that:
1. I have reviewed this annual report on Form 10-K of PRA Group, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 27, 2025 By:   /s/ Rakesh Sehgal
  Rakesh Sehgal
  Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)


EX-32.1 11 a202410-kexhibit321.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of PRA Group, Inc. (the “Company”) on Form 10-K for the fiscal year ended
December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Vikram A. Atal, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

February 27, 2025 By:   /s/ Vikram A. Atal
  Vikram A. Atal
  President and Chief Executive Officer
  (Principal Executive Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of PRA Group, Inc. (the “Company”) on Form 10-K for the fiscal year ended
December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rakesh Sehgal, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
February 27, 2025 By:   /s/ Rakesh Sehgal
  Rakesh Sehgal
  Executive Vice President and Chief Financial Officer
  (Principal Financial and Accounting Officer)