Common use of Acquisitions and Mergers Clause in Contracts

Acquisitions and Mergers. (a) No Obligor (other than UPC Distribution Holdco) will, and each Obligor (other than UPC Distribution Holdco) will procure that none of its Subsidiaries which is a member of the Borrower Group will, make any Acquisition, other than: (i) any Acquisition approved in writing by the Majority Lenders; (ii) any Permitted Acquisition; (iii) any Permitted Joint Venture; or (iv) any Acquisition from any person which is a member of the Borrower Group or subscription of an interest in the share capital (or equivalent) in any person which is a member of the Borrower Group. (b) No Obligor (other than UPC Distribution Holdco) will, and each Obligor (other than UPC Distribution Holdco) will procure that none of its Subsidiaries which is a member of the Borrower Group will, pay or deliver any consideration referred to in paragraph (a) of the definition of “Acquisition Cost” in connection with a Permitted Acquisition or Permitted Joint Venture made by it if and to the extent that the aggregate of: (i) such deferred consideration; and (ii) the Acquisition Cost of all other Acquisitions made by the Borrower Group since the Signing Date, would cause the relevant Acquisition to cease to be a Permitted Acquisition or, as the case may be, a Permitted Joint Venture. (c) [Intentionally left blank] (d) Each Obligor (other than UPC Distribution Holdco) will not merge or consolidate with any other company or person and will procure that no member of the Borrower Group will merge or consolidate with any other company or person (other than, in each case, in connection with the Romania Restructuring) save for: (i) Acquisitions permitted by paragraphs (a) and (b) above and disposals permitted by Clause 16.10 (Disposals); or (ii) with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders); or (iii) mergers between any member of the Borrower Group with (I) any or all of the other members of the Borrower Group or (II) an Unrestricted Subsidiary (Original Entities), into one or more entities (each a Merged Entity) provided that: (A) reasonable details of the proposed merger in order to demonstrate satisfaction with sub-paragraphs (C) to (G) below are provided to the Facility Agent at least 10 days before the merger is to be entered into; (B) if the proposed merger is between a member of the Borrower Group and an Unrestricted Subsidiary, UPC Distribution has delivered to the Facility Agent financial projections based on assumptions which are no more aggressive than those used in the preparation of the Business Plan which demonstrate that the Borrower Group will be in compliance with the undertakings set out in Clause 17.2 (Financial ratios) for the period commencing on the date of merger and ending on the last Final Repayment Date under this Agreement; (C) such Merged Entity will be a member of the Borrower Group and will be liable for the obligations of the relevant Original Entities (including the obligations under this Agreement and the Security Documents), which obligations remain unaffected by the merger, and entitled to the benefit of all rights of such Original Entities; (D) (if all or any part of the share capital of any of the relevant Original Entities was charged pursuant to a Security Document) the equivalent part of the issued share capital of such Merged Entity is charged pursuant to a Security Document on terms of at least an equivalent nature and equivalent ranking as any Security Document relating to the shares in each relevant Original Entity; (E) such Merged Entity has entered into Security Documents (if applicable) which provide security over the same assets of at least an equivalent nature and ranking to the security provided by the relevant Original Entities pursuant to any Security Documents entered into by them; (F) any possibility of the Security Documents referred to in sub-paragraphs (D) or (E) above being challenged or set aside is not materially greater than any such possibility in relation to the Security Documents entered into by, or in respect of the share capital of, any relevant Original Entity; and (G) all the property and other assets of the relevant Original Entities are vested in the Merged Entity and the Merged Entity has assumed all the rights and obligations of the relevant Original Entities under any relevant Material Contracts, material Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws and/or all such rights and obligations have been transferred to the Merged Entity and/or the relevant Material Contracts, Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws have been reissued to the Merged Entity.

Acquisitions and Mergers. (a) No Obligor (other than UPC Distribution Broadband Holdco) will, and each Obligor (other than UPC Distribution Broadband Holdco) will procure that none of its Subsidiaries which is a member of the Borrower Group will, make any Acquisition, other than: (i) any Acquisition approved in writing by the Majority Lenders; (ii) any Permitted Acquisition; (iii) any Permitted Joint Venture; or (iv) any Acquisition from any person which is a member of the Borrower Group or subscription of an interest in the share capital (or equivalent) in any person which is a member of the Borrower Group. (b) No Obligor (other than UPC Distribution Holdco) will, and each Obligor (other than UPC Distribution Holdco) will procure that none of its Subsidiaries which is a member of the Borrower Group will, pay or deliver any consideration referred to in paragraph (a) of the definition of “Acquisition Cost” in connection with a Permitted Acquisition or Permitted Joint Venture made by it if and to the extent that the aggregate of: (i) such deferred consideration; and (ii) the Acquisition Cost of all other Acquisitions made by the Borrower Group since the Signing Date, would cause the relevant Acquisition to cease to be a Permitted Acquisition or, as the case may be, a Permitted Joint Venture. (c) [Intentionally left blank] (d) Each Obligor (other than UPC Distribution Broadband Holdco) will not merge or consolidate with any other company or person and will procure that no member of the Borrower Group will merge or consolidate with any other company or person (other than, in each case, in connection with the Romania Restructuring) save for: (i) Acquisitions permitted by paragraphs paragraph (a) and (b) above and disposals permitted by Clause 16.10 (Disposals); or (ii) with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders); or (iii) mergers between any member of the Borrower Group with (I) any or all of the other members of the Borrower Group or (II) an Unrestricted Subsidiary (Original Entities), into one or more entities (each a Merged Entity) provided that: (A) reasonable details of the proposed merger in order to demonstrate satisfaction with sub-paragraphs subparagraphs (C) to (G) below are provided to the Facility Agent at least 10 days before the merger is to be entered into; (B) if the proposed merger is between a member of the Borrower Group and an Unrestricted Subsidiary, UPC Distribution Broadband has delivered to the Facility Agent financial projections based on assumptions which are no more aggressive than those used in the preparation of the Business Plan which demonstrate that the Borrower Group will be in compliance with the undertakings set out in Clause 17.2 (Financial ratios) for the period commencing on the date of merger and ending on the last Final Repayment Date under this AgreementMaturity Date; (C) such Merged Entity will be a member of the Borrower Group and will be liable for the obligations of the relevant Original Entities (including the obligations under this Agreement and the Security Documents), which obligations remain unaffected by the merger, and entitled to the benefit of all rights of such Original Entities; (D) (if all or any part of the share capital of any of the relevant Original Entities was charged pursuant to a Security Document) the equivalent part of the issued share capital of such Merged Entity is charged pursuant to a Security Document on terms of at least an equivalent nature and equivalent ranking as any Security Document relating to the shares in each relevant Original EntityEntity within 60 days of the merger; (E) such Merged Entity has entered into Security Documents (if applicable) within 60 days of the merger which provide security over the same assets of at least an equivalent nature and ranking to the security provided by the relevant Original Entities pursuant to any Security Documents entered into by them; (F) any possibility of the Security Documents referred to in sub-paragraphs subparagraphs (D) or (E) above being challenged or set aside is not materially greater than any such possibility in relation to the Security Documents entered into by, or in respect of the share capital of, any relevant Original Entity; and (G) all the property and other assets of the relevant Original Entities are vested in the Merged Entity and the Merged Entity has assumed all the rights and obligations of the relevant Original Entities under any relevant Material Contracts, material Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws and/or all such rights and obligations have been transferred to the Merged Entity and/or the relevant Material Contracts, Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws have been reissued to the Merged Entity., except that the requirements of paragraphs (C) to (G) above will not apply in respect of any merger between Original Entities: I. both of which are not Obligors; and

Acquisitions and Mergers. (a) No Obligor (other than UPC Distribution Holdco) will, and each Obligor (other than UPC Distribution Holdco) will procure that none of its Subsidiaries which is a member of the Borrower Group will, make any Acquisition, other than: (i) any Acquisition approved in writing by the Majority Lenders; (ii) any Permitted Acquisition; (iii) any Permitted Joint Venture; or (iv) any Acquisition from any person which is a member of the Borrower Group or subscription of an interest in the share capital (or equivalent) in any person which is a member of the Borrower Group. (b) No Obligor (other than UPC Distribution Holdco) will, and each Obligor (other than UPC Distribution Holdco) will procure that none of its Subsidiaries which is a member of the Borrower Group will, pay or deliver any consideration referred to in paragraph (a) of the definition of “Acquisition Cost” in connection with a Permitted Acquisition or Permitted Joint Venture made by it if and to the extent that the aggregate of: (i) such deferred consideration; and (ii) the Acquisition Cost of all other Acquisitions made by the Borrower Group since the Signing Date, would cause the relevant Acquisition to cease to be a Permitted Acquisition or, as the case may be, a Permitted Joint Venture. (c) [Intentionally left blank] (d) Each Obligor (other than UPC Distribution Holdco) will not merge or consolidate with any other company or person and will procure that no member of the Borrower Group will merge or consolidate with any other company or person (other than, in each case, in connection with the Romania Restructuring) save for: (i) Acquisitions permitted by paragraphs (a) and (b) above and disposals permitted by Clause 16.10 (Disposals); or (ii) with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders); or (iii) mergers between any member of the Borrower Group with (I) any or all of the other members of the Borrower Group or (II) an Unrestricted Subsidiary (Original Entities), into one or more entities (each a Merged Entity) provided that: (A) reasonable details of the proposed merger in order to demonstrate satisfaction with sub-paragraphs (C) to (G) below are provided to the Facility Agent at least 10 days before the merger is to be entered into; (B) if the proposed merger is between a member of the Borrower Group and an Unrestricted Subsidiary, UPC Distribution has delivered to the Facility Agent financial projections based on assumptions which are no more aggressive than those used in the preparation of the Business Plan which demonstrate that the Borrower Group will be in compliance with the undertakings set out in Clause 17.2 (Financial ratios) for the period commencing on the date of merger and ending on the last Final Repayment Date under this AgreementMaturity Date; (C) such Merged Entity will be a member of the Borrower Group and will be liable for the obligations of the relevant Original Entities (including the obligations under this Agreement and the Security Documents), which obligations remain unaffected by the merger, and entitled to the benefit of all rights of such Original Entities; (D) (if all or any part of the share capital of any of the relevant Original Entities was charged pursuant to a Security Document) the equivalent part of the issued share capital of such Merged Entity is charged pursuant to a Security Document on terms of at least an equivalent nature and equivalent ranking as any Security Document relating to the shares in each relevant Original Entity; (E) such Merged Entity has entered into Security Documents (if applicable) which provide security over the same assets of at least an equivalent nature and ranking to the security provided by the relevant Original Entities pursuant to any Security Documents entered into by them; (F) any possibility of the Security Documents referred to in sub-paragraphs (D) or (E) above being challenged or set aside is not materially greater than any such possibility in relation to the Security Documents entered into by, or in respect of the share capital of, any relevant Original Entity; and (G) all the property and other assets of the relevant Original Entities are vested in the Merged Entity and the Merged Entity has assumed all the rights and obligations of the relevant Original Entities under any relevant Material Contracts, material Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws and/or all such rights and obligations have been transferred to the Merged Entity and/or the relevant Material Contracts, Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws have been reissued to the Merged Entity.

Acquisitions and Mergers. (a) No Obligor (other than UPC Distribution Broadband Holdco) will, and each Obligor (other than UPC Distribution Broadband Holdco) will procure that none of its Subsidiaries which is a member of the Borrower Group will, make any Acquisition, other than: (i) any Acquisition approved in writing by the Majority Lenders; (ii) any Permitted Acquisition; (iii) any Permitted Joint Venture; or (iv) any Acquisition from any person which is a member of the Borrower Group or subscription of an interest in the share capital (or equivalent) in any person which is a member of the Borrower Group. (b) No Obligor (other than UPC Distribution Holdco) will, and each Obligor (other than UPC Distribution Holdco) will procure that none of its Subsidiaries which is a member of the Borrower Group will, pay or deliver any consideration referred to in paragraph (a) of the definition of “Acquisition Cost” in connection with a Permitted Acquisition or Permitted Joint Venture made by it if and to the extent that the aggregate of: (i) such deferred consideration; and (ii) the Acquisition Cost of all other Acquisitions made by the Borrower Group since the Signing Date, would cause the relevant Acquisition to cease to be a Permitted Acquisition or, as the case may be, a Permitted Joint Venture. (c) [Intentionally left blank] (d) Each Obligor (other than UPC Distribution Broadband Holdco) will not merge or consolidate with any other company or person and will procure that no member of the Borrower Group will merge or consolidate with any other company or person (other than, in each case, in connection with the Romania Restructuring) save for: (i) Acquisitions permitted by paragraphs paragraph (a) and (b) above and disposals permitted by Clause 16.10 (Disposals); or (ii) with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders); or (iii) mergers between any member of the Borrower Group with (I) any or all of the other members of the Borrower Group or (II) an Unrestricted Subsidiary (Original Entities), into one or more entities (each a Merged Entity) provided that: (A) reasonable details of the proposed merger in order to demonstrate satisfaction with sub-paragraphs subparagraphs (C) to (G) below are provided to the Facility Agent at least 10 days before the merger is to be entered into; (B) if the proposed merger is between a member of the Borrower Group and an Unrestricted Subsidiary, UPC Distribution Broadband has delivered to the Facility Agent financial projections based on assumptions which are no more aggressive than those used in the preparation of the Business Plan which demonstrate that the Borrower Group will be in compliance with the undertakings set out in Clause 17.2 (Financial ratios) for the period commencing on the date of merger and ending on the last Final Repayment Date under this Agreement; (C) such Merged Entity will be a member of the Borrower Group and will be liable for the obligations of the relevant Original Entities (including the obligations under this Agreement and the Security Documents), which obligations remain unaffected by the merger, and entitled to the benefit of all rights of such Original Entities; (D) (if all or any part of the share capital of any of the relevant Original Entities was charged pursuant to a Security Document) the equivalent part of the issued share capital of such Merged Entity is charged pursuant to a Security Document on terms of at least an equivalent nature and equivalent ranking as any Security Document relating to the shares in each relevant Original EntityEntity within 60 days of the merger; (E) such Merged Entity has entered into Security Documents (if applicable) within 60 days of the merger which provide security over the same assets of at least an equivalent nature and ranking to the security provided by the relevant Original Entities pursuant to any Security Documents entered into by them; (F) any possibility of the Security Documents referred to in sub-paragraphs subparagraphs (D) or (E) above being challenged or set aside is not materially greater than any such possibility in relation to the Security Documents entered into by, or in respect of the share capital of, any relevant Original Entity; and (G) all the property and other assets of the relevant Original Entities are vested in the Merged Entity and the Merged Entity has assumed all the rights and obligations of the relevant Original Entities under any relevant Material Contracts, material Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws and/or all such rights and obligations have been transferred to the Merged Entity and/or the relevant Material Contracts, Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws have been reissued to the Merged Entity.. except that the requirements of paragraphs (C) to (G) above will not apply in respect of any merger between Original Entities: I. both of which are not Obligors; and

Acquisitions and Mergers. (a) No Obligor (other than UPC Distribution Broadband Holdco) will, and each Obligor (other than UPC Distribution Broadband Holdco) will procure that none of its Subsidiaries which is a member of the Borrower Group will, make any Acquisition, other than: (i) any Acquisition approved in writing by the Majority Lenders; (ii) any Permitted Acquisition; (iii) any Permitted Joint Venture; or (iv) any Acquisition from any person which is a member of the Borrower Group or subscription of an interest in the share capital (or equivalent) in any person which is a member of the Borrower Group. (b) No Obligor (other than UPC Distribution Holdco) will, and each Obligor (other than UPC Distribution Holdco) will procure that none of its Subsidiaries which is a member of the Borrower Group will, pay or deliver any consideration referred to in paragraph (a) of the definition of “Acquisition Cost” in connection with a Permitted Acquisition or Permitted Joint Venture made by it if and to the extent that the aggregate of: (i) such deferred consideration; and (ii) the Acquisition Cost of all other Acquisitions made by the Borrower Group since the Signing Date, would cause the relevant Acquisition to cease to be a Permitted Acquisition or, as the case may be, a Permitted Joint Venture. (c) [Intentionally left blank] (d) Each Obligor (other than UPC Distribution Broadband Holdco) will not merge or consolidate with any other company or person and will procure that no member of the Borrower Group will merge or consolidate with any other company or person (other than, in each case, in connection with the Romania Restructuring) save for: (i) Acquisitions permitted by paragraphs paragraph (a) and (b) above and disposals permitted by Clause 16.10 (Disposals); or (ii) with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders); or (iii) mergers between any member of the Borrower Group with (I) any or all of the other members of the Borrower Group or (II) an Unrestricted Subsidiary (Original Entities), into one or more entities (each a Merged Entity) provided that: (A) reasonable details of the proposed merger in order to demonstrate satisfaction with sub-paragraphs (C) to (G) below are provided to the Facility Agent at least 10 days before the merger is to be entered into; (B) if the proposed merger is between a member of the Borrower Group and an Unrestricted Subsidiary, UPC Distribution Broadband has delivered to the Facility Agent financial projections based on assumptions which are no more aggressive than those used in the preparation of the Business Plan which demonstrate that the Borrower Group will be in compliance with the undertakings set out in Clause 17.2 (Financial ratios) for the period commencing on the date of merger and ending on the last Final Repayment Date under this Agreement; (C) such Merged Entity will be a member of the Borrower Group and will be liable for the obligations of the relevant Original Entities (including the obligations under this Agreement and the Security Documents), which obligations remain unaffected by the merger, and entitled to the benefit of all rights of such Original Entities; (D) (if all or any part of the share capital of any of the relevant Original Entities was charged pursuant to a Security Document) the equivalent part of the issued share capital of such Merged Entity is charged pursuant to a Security Document on terms of at least an equivalent nature and equivalent ranking as any Security Document relating to the shares in each relevant Original Entity; (E) such Merged Entity has entered into Security Documents (if applicable) which provide security over the same assets of at least an equivalent nature and ranking to the security provided by the relevant Original Entities pursuant to any Security Documents entered into by them; (F) any possibility of the Security Documents referred to in sub-paragraphs (D) or (E) above being challenged or set aside is not materially greater than any such possibility in relation to the Security Documents entered into by, or in respect of the share capital of, any relevant Original Entity; and (G) all the property and other assets of the relevant Original Entities are vested in the Merged Entity and the Merged Entity has assumed all the rights and obligations of the relevant Original Entities under any relevant Material Contracts, material Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws and/or all such rights and obligations have been transferred to the Merged Entity and/or the relevant Material Contracts, Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws have been reissued to the Merged Entity.

Acquisitions and Mergers. (a) No Obligor (other than UPC Distribution Broadband Holdco) will, and each Obligor (other than UPC Distribution Broadband Holdco) will procure that none of its Subsidiaries which is a member of the Borrower Group will, make any Acquisition, other than: (i) any Acquisition approved in writing by the Majority Lenders; (ii) any Permitted Acquisition; (iii) any Permitted Joint Venture; or (iv) any Acquisition from any person which is a member of the Borrower Group or subscription of an interest in the share capital (or equivalent) in any person which is a member of the Borrower Group. (b) No Obligor (other than UPC Distribution Holdco) will, and each Obligor (other than UPC Distribution Holdco) will procure that none of its Subsidiaries which is a member of the Borrower Group will, pay or deliver any consideration referred to in paragraph (a) of the definition of “Acquisition Cost” in connection with a Permitted Acquisition or Permitted Joint Venture made by it if and to the extent that the aggregate of: (i) such deferred consideration; and (ii) the Acquisition Cost of all other Acquisitions made by the Borrower Group since the Signing Date, would cause the relevant Acquisition to cease to be a Permitted Acquisition or, as the case may be, a Permitted Joint Venture. (c) [Intentionally left blank] (d) Each Obligor (other than UPC Distribution Broadband Holdco) will not merge or consolidate with any other company or person and will procure that no member of the Borrower Group will merge or consolidate with any other company or person (other than, in each case, in connection with the Romania Restructuring) save for: (i) Acquisitions permitted by paragraphs paragraph (a) and (b) above and disposals permitted by Clause 16.10 23.10 (Disposals); or (ii) with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders); or (iii) mergers between any member of the Borrower Group with (I) any or all of the other members of the Borrower Group or (II) an Unrestricted Subsidiary (Original Entities), into one or more entities (each a Merged Entity) provided that: (A) reasonable details of the proposed merger in order to demonstrate satisfaction with sub-paragraphs subparagraphs (C) to (G) below are provided to the Facility Agent at least 10 within 30 days before after the date on which the merger is to be entered into; (B) if the proposed merger is between a member of the Borrower Group and an Unrestricted Subsidiary, UPC Distribution Broadband has delivered to the Facility Agent within 30 days after the date on which the merger is entered into financial projections based on assumptions which are no more aggressive than those used in the preparation of the Business Plan which demonstrate that the Borrower Group will be in compliance with the undertakings set out in Clause 17.2 24.2 (Financial ratios) for the period commencing on the date of merger and ending on the last Final Repayment Date under this AgreementMaturity Date; (C) such Merged Entity will be a member of the Borrower Group and will be liable for the obligations of the relevant Original Entities (including the obligations under this Agreement and the Security Documents), which obligations remain unaffected by the merger, and entitled to the benefit of all rights of such Original Entities; (D) (if all or any part of the share capital of any of the relevant Original Entities was charged pursuant to a Security Document) the equivalent part of the issued share capital of such Merged Entity is charged pursuant to a Security Document on terms of at least an equivalent nature and equivalent ranking as any Security Document relating to the shares in each relevant Original EntityEntity within 60 days of the merger; (E) such Merged Entity has entered into Security Documents (if applicable) within 60 days of the merger which provide security over the same assets of at least an equivalent nature and ranking to the security provided by the relevant Original Entities pursuant to any Security Documents entered into by them; (F) any possibility of the Security Documents referred to in sub-paragraphs subparagraphs (D) or (E) above being challenged or set aside is not materially greater than any such possibility in relation to the Security Documents entered into by, or in respect of the share capital of, any relevant Original Entity; and (G) all the property and other assets of the relevant Original Entities are vested in the Merged Entity and the Merged Entity has assumed all the rights and obligations of the relevant Original Entities under any relevant Material Contracts, material Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws and/or all such rights and obligations have been transferred to the Merged Entity and/or the relevant Material Contracts, Necessary Authorisations and Licences and other licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favour of the Original Entities under Telecommunications and Cable Laws have been reissued to the Merged Entity, except that the requirements of paragraphs (C) to (G) above will not apply in respect of any merger between Original Entities: I. both of which are not Obligors; and II. neither one of which is party to a Security Document, neither one of whose share capital is charged pursuant to a Security Document and neither one of whom owes any receivables to another member of the Borrower Group which are pledged pursuant to a Security Document.