Loans and Guarantees. No Obligor shall (and the Company shall procure that no member of the Bank Group shall), without the prior written consent of an Instructing Group, grant any loan or credit or give any guarantee in any such case in respect of Financial Indebtedness, other than:
(a) any extension of trade credit or guarantees, bonds or indemnities granted in the ordinary course of business on usual and customary terms;
(b) any credit given by a member of the Bank Group to another member of the Bank Group which arises by reason of cash-pooling, set-off or other cash management arrangement of the Bank Group;
(c) the Existing Loans provided that the aggregate principal amount outstanding thereunder may not be increased from that existing at the Original Execution Date in reliance on this paragraph (c) (except with respect to accrual or capitalisation of interest);
(d) any loans or credit granted:
(i) by a member of the Bank Group to another member of the Bank Group;
(ii) by a member of the Bank Group to the relevant member of the Group for the purposes of funding drawings available under the undrawn portion of any Existing UKTV Group Loan Stock of up to £50 million in aggregate;
(iii) in accordance with Clause 25.9 (Joint Ventures); or
(iv) by a SSN Finance Subsidiary as contemplated in the definition of “SSN Finance Subsidiary” or the on-lending by the Parent to VMIH of the proceeds of an issuance of Senior Secured Notes;
(e) any loans made by any member of the Bank Group to its employees either:
(i) in the ordinary course of its employees’ employment; or
(ii) to fund the exercise of share options or the purchase of capital stock by its employees, directors, officers or consultants of the Group, provided that the aggregate principal amount of all such loans shall not at any time exceed £10 million (or its equivalent in other currencies);
(f) any loan made by a member of the Bank Group pursuant to either an Asset Passthrough or a Funding Passthrough;
(g) any loan made by a member of the Bank Group to a member of the Group, where the proceeds of such loan are, or are to be (whether directly or indirectly) used:
(i) to make payments to the High Yield Trustee in respect of High Yield Trustee Amounts (as such terms are defined in the HYD Intercreditor Agreement) in respect of the Existing High Yield Notes;
(ii) to make equivalent payments to those specified in paragraph (i) above in respect of any High Yield Refinancings or in respect of any Additional High Yield Notes;
(iii) to m...
Loans and Guarantees. (a) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will):
(i) make any loan, or provide any form of credit or financial accommodation, to any other person; or
(ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect of liabilities or obligations of, any other person or voluntarily assume any liability (whether actual or contingent) of any other person.
(b) Paragraph (a) above does not apply to:
(i) up to the first Utilisation Date, any Guarantees or indemnities in respect of the Existing Facilities;
(ii) any loans, Guarantees or indemnities under the Finance Documents;
(iii) any customary indemnities in respect of any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtedness;
(iv) any Guarantee issued by any member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) of Clause 22.6 (Financial Indebtedness);
(v) any Guarantee issued by any member of the Borrower Group in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtedness);
(vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph (b)(vii) of Clause 22.6 (Financial Indebtedness));
(vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial Indebtedness));
(viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness));
(ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness));
(x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness));
(xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemni...
Loans and Guarantees. (a) Delete “, provided that no Obligor shall make a loan to any other member of the Borrower Group unless, within 60 days of making that loan:” from Clause 19.15(a) (Loans and guarantees) and also delete Clause 19.15(a)(i) and (ii) (Loans and guarantees) and make any consequential changes.
(b) Xxxxx Xxxxxx 19.15(h)(v) to replace the reference to “30 days” with “60 days”.
(c) Delete Clause 19.15(bb) (Loans and guarantees) and replace it with the following: “(bb) any guarantee of any Financial Indebtedness of any Parent that is given by an Affiliate Subsidiary or another member of the Borrower Group provided that (i) on the date of incurrence of such guarantee the ratio of Total Net Debt to Annualised EBITDA on a pro forma basis would not exceed 5.50:1 (provided that outstanding Total Net Debt for the purpose of calculating such ratio under this paragraph shall include any Financial Indebtedness represented by guarantees by any member of the Borrower Group of Financial Indebtedness of any Parent), (ii) such guarantee is expressed to be subordinated to the liabilities of such Affiliate Subsidiary or other member of the Borrower Group (as applicable) under the Finance Documents and (iii) no Event of Default is continuing or occurs as a result of such Financial Indebtedness of that Parent being raised or issued;”.
Loans and Guarantees. No Obligor shall (and the Company shall ensure that neither it nor any other member of the Group will) make any loans, grant any credit (save in the ordinary course of business) or (except as required under any of the Finance Documents) give any guarantee or indemnity in respect of Financial Indebtedness (where for this purpose, and for the avoidance of doubt, any such guarantee or indemnity shall exclude any performance bond or performance guarantee given by any member of the Group in its ordinary course of business, including without limitation the FAPL Guarantee) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person, other than:
(i) any guarantee given by any Non-Obligor or Obligor incorporated in Norway on arm's length terms in respect of or which constitutes Permitted Financial Indebtedness, (ii) any guarantee given by an Obligor in respect of Financial Indebtedness incurred by another Obligor (other than an Obligor incorporated in Norway), (iii) any loan made by an Obligor to another Obligor (other than an Obligor incorporated in Norway) or guarantee granted by an Obligor in favour of another Obligor (other than an Obligor incorporated in Norway), in either case on arm's length terms or (iv) any loan made by a Non-Obligor to any other member of the Group or guarantee granted by a Non-Obligor in favour of any other member of the Group, in either case on arm's length terms;
(b) any loan made, or any guarantee given, by any member of the Group in each case to a company in which such member of the Group holds an equity interest provided that such loan or guarantee was entered into prior to the date of this Agreement and on arm's length terms;
(c) any loan made by any member of the Group in the ordinary course of business to an employee thereof provided that the aggregate amount of all such loans made by such member of the Group does not exceed at any time EUR 2,500,000 (or its equivalent in other currencies);
(d) any loan made by any member of the Group to or for the benefit of any director, employee or member of management thereof not permitted pursuant to paragraph (c) above where such loan is made as part of an incentive scheme or employment plan, agreement or arrangement in the ordinary course of business and provided that the aggregate amount of all such loans made by all members of the Group does not exceed at any time EUR 2,500,000 (or its equival...
Loans and Guarantees. Until the date when the Loan has been paid to the Lender in full, the Borrower shall not:
(a) make any loans, grant any credit or give any guarantee or indemnity to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person, without a prior written consent of the Lender, wherein any such amount is in excess of USD1,000,000; and/or
(b) attract or obtain any loans, credits or other financing for the amount exceeding USD1,000,000 without a prior written consent of the Lender, which consent shall not be unreasonably withheld by Lxxxxx.
Loans and Guarantees. The Borrower shall not, save as permitted under the Finance Documents, make any loans, grant any credit or give any guarantee or indemnity (except as required under any of the Finance Documents) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person.
Loans and Guarantees. (a) No Obligor shall (and shall ensure that no other Group Company will) make or permit to remain outstanding any loans or grant any credit, other than:
(i) any trade credit extended by any Group Company to its customers on normal commercial terms and in the ordinary course of trade;
(ii) Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Financial Indebtedness permitted under Clause 22.9 (Financial Indebtedness) (except under paragraph (a)(iv) thereof);
(iii) a loan made or credit granted by:
(A) an Obligor to another Obligor; or
(B) a Group Company which is not an Obligor to another Group Company;
(iv) any loan made by an Obligor to a Group Company which is not an Obligor and which is made after the date of this Agreement, so long as the aggregate amount of the Financial Indebtedness under any such loans does not, when aggregated with the aggregated amount of Financial Indebtedness guaranteed by the guarantees permitted under paragraph (b)(viii) below exceed Euro 20,000,000 (or its equivalent in any currency or currencies) at any time;
(v) a loan made by a Group Company to an employee or director of any Group Company if the amount of that loan when aggregated with the amount of all loans to employees and directors by Group Companies does not exceed Euro 2,000,000 (or its equivalent in any currency or currencies) at any time;
(vi) any loan made to an employee share option scheme or unit trust or management incentive scheme so long as the aggregate amount of the Financial Indebtedness under any such loans does not, when aggregated with the guarantees permitted under paragraph (b)(x) below exceed Euro 5,000,000 (or its equivalent in any currency or currencies) at any time;
(vii) any loan made to an employee or director of a Group Company or a Group Company to fund the purchase of shares, or any obligation under a forward sale agreement, deferred purchase agreement or deferred payment arrangement pursuant to an employee share option scheme, unit trust or management incentive scheme;
(viii) any loan made as part of a vendor financing provided by any Group Company in connection with a share issue by the Company in compliance with the black empowerment regulations, a Permitted Lereko Disposal or a Permitted SMF Plantation Disposal, provided that the aggregate outstanding amount of all such loans when aggregated with the amount of all obligations guaranteed by guarantees referred to in paragraph (b)(xv) below does not exc...
Loans and Guarantees. (a) The Borrower shall not (and the Borrower shall ensure that no member of the Group will):
(i) make any loan, or provide any form of credit or financial accommodation, to any person (including, without limitation, its employees, shareholders, another member of the Group and any Affiliate); or
(ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect of liabilities or obligations of, any other person or voluntarily assume any liability (whether actual or contingent) of any other person (including, in each case and without limitation, its employees, shareholders, another member of the Group and any Affiliate).
(b) The restrictions in paragraph (a) above do not apply to (i) loans, credits, financial accommodation, guarantees, indemnities, bonds and letters of credit expressly permitted by the Finance Documents or for normal trade credit on arm’s length terms and in the ordinary course of business or granted by a member of the Group to another member of the Group, provided that the aggregate amount of such loans, credits, financial accommodation, guarantees, indemnities, bonds and letters of credit does not at any time exceed 10 per cent. of the Borrower’s Total Assets; (ii) guarantees by the Borrower in relation to the obligations of any other member of the Group; or (iii) the arrangements permitted under Clause 20.11 (Transactions with Related Parties).
Loans and Guarantees. The Borrowers shall be permitted to make loans and grant credit upon such terms as they may determine to any other member of their Group and may otherwise give any guarantee or indemnity to procure financing for other members of their Group, but shall not otherwise make any loans or grant any credit (save in the ordinary course of business) or give any guarantee or indemnity (except pursuant to the Security Documents); Provided that the Borrowers shall not make any such loans or guarantees following the occurrence of an Event of Default which is continuing unremedied or unwaived.
Loans and Guarantees. (a) The Italian Borrower shall ensure that no member of the Group that is not an Obligor will make any loans, grant any credit (save in the ordinary course of business) or give any guarantee or indemnity to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person.
(b) Paragraph (a) shall not apply to:
(i) any guarantees or counter-indemnities in respect of guarantees to (A) any applicable VAT office for accelerated VAT refunds (B) landlords for lease rentals (C) any tax or customs and excise authority, utility company or car leasing company in each case granted in the ordinary course of business;
(ii) any guarantees or counter-indemnities in respect of any Bank Guarantee issued in the ordinary course of business;
(iii) other guarantees granted in the ordinary course of business (excluding guarantees in respect of Indebtedness for Borrowed Money of any other member of the Group); or
(iv) any other loans, guarantees or financial accommodation by any member of the Group that is not an Obligor provided that the aggregate of such loans, guarantee or financial accommodation when aggregated with any Indebtedness for Borrowed Money (without double counting) under paragraph (d) of Clause 22.12 (Indebtedness for Borrowed Money) does not exceed twenty per cent. of the Consolidated Equity of the Group, in each case as determined at the end of any Relevant Period by the Consolidated Financial Statements or the Consolidated Quarterly Financial Statements (as the case may be) for the Relevant Period.
