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 make payments under the Senior Secured Notes Documents; (iv) provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, to fund Permitted Payments; or (v) at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited by the HYD Intercreditor Agreement, the Group Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement; (h) credit granted by any member of the Bank Group to a member of the Group, where the Indebtedness outstanding thereunder relates to Intra-Group Services in the ordinary course of business; (i) any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition of such membership interest is permitted under Clause 25.13 (Acquisitions and Investments); (j) any guarantee given by a member of the Bank Group in respect of or constituted by any Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness) or Clause 25.10 (Transactions with Affiliates) or other obligation not restricted by the terms of the Relevant Finance Documents, of another member of the Bank Group; (k) any guarantees arising under the Relevant Finance Documents; (l) any customary title guarantee given in connection with the assignment of leases where such assignment is permitted under Clause 25.6 (Disposals); (m) any guarantees or similar undertakings granted by any member of the Bank Group in favour of H.M. Revenue & Customs in respect of any obligations of Virgin Media (UK) Group, Inc. in respect of UK tax in order to facilitate the winding up of Virgin Media (UK) Group, Inc. provided that the Facility Agent shall have first received confirmation from the Company that based on discussions with H.M. Revenue & Customs and the Company’s reasonable assumptions, the Company does not believe that the liability under such guarantee will exceed £15 million (such confirmation to be supported by a letter from the Company’s auditors for the time being, confirming that based on the Company’s calculations of such tax liability the Company’s confirmation is a reasonable assessment of such tax liability); (n) any loan granted as a result of a Subscriber being allowed terms, in the ordinary course of trade, whereby it does not have to pay for the services provided to it for a period after the provision of such services; (o) a loan made or a credit granted to a Joint Venture to the extent permitted under paragraph (d) of Clause 25.9 (Joint Ventures); (p) any loans made under the terms of the Screenshop Intra-Group Loan Agreement; (q) the BBC Guarantees; (r) liquidity loans of a type which is customary for asset securitisation programmes or other receivables factoring transactions, provided in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j) (Disposals); and (s) loans made, credit granted or guarantees given by any member of the Bank Group not falling within paragraphs (a) to (r) above, in an aggregate amount not exceeding £100 million (or its equivalent in other currencies) outstanding at any time.
Appears in 3 contracts
Samples: Senior Facilities Agreement (VMWH LTD), Senior Facilities Agreement (Virgin Media Inc.), Senior Facilities Agreement (Virgin Media Inc.)
Loans and Guarantees. No Each Obligor shall (will not, and the Company shall will procure that no member of the Bank Group shall), without the prior written consent of an Instructing Groupwill make any loans, grant any loan or credit or give any guarantee in guarantee, to or for the benefit of, or enter into any such case in respect transaction having the effect of Financial Indebtednesslending money to, any person, 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 loans from a member of the Bank Group to another member of the Bank Group which arises by reason of cash-pooling, set-off or provided that no Obligor shall make a loan to any other cash management arrangement member of the Bank GroupGroup unless such Obligor has already entered into a pledge of receivables which creates an effective pledge in favour of the Security Agent in relation to such loan or, within 60 days of making the loan:
(i) such Obligor has entered into an Obligor Pledge of Receivables which creates an effective pledge in favour of the Security Agent in relation to such loan and provided the Security Agent with such evidence as it may reasonably request as to the power and authority of such Obligor to enter into such Obligor Pledge of Receivables and that such Obligor Pledge of Receivables constitutes valid and legally binding obligations of such Obligor enforceable in accordance with its terms subject (to the extent possible) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents); and
(ii) the relevant member of the Group to whom the loan has been made has given a notification of pledge to the Security Agent in respect of such loan;
(b) as permitted by Clause 19.7 (Financial Indebtedness);
(c) normal trade credit in 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 ordinary course of interest)business;
(d) any loans or credit grantedguarantees given:
(i) by a member any Obligor in respect of the Bank Group to liabilities of another member of the Bank GroupObligor;
(ii) by a member of the Bank Group to the relevant member in respect of the Group for the purposes liabilities of funding drawings available under the undrawn portion of any Existing UKTV Group Loan Stock of up to £50 million in aggregatean Obligor;
(iii) by a member of the Group (which is not an Obligor) in accordance with Clause 25.9 respect of the liabilities of another member of the Group (Joint Ventureswhich is not an Obligor); or;
(iv) by a SSN Finance Subsidiary as contemplated an Obligor in the definition of “SSN Finance Subsidiary” or the on-lending by the Parent to VMIH respect of the proceeds liabilities of an issuance any other member of Senior Secured Notesthe Group to the extent that such liabilities could have been incurred by such Obligor directly without breaching this Agreement;
(e) any loans made by any member of to 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 extent that the aggregate principal amount same constitute Permitted Payments or a Permitted Disposal (not being a Permitted Disposal of all such loans shall not at any time exceed £10 million (cash or its equivalent in other currenciescash equivalents);
(f) any loan made by loans, the granting of credit, guarantees and other transactions having the effect of lending money (each a member of the Bank Group pursuant to either an Asset Passthrough or a Funding Passthrough;
(gLending Transaction) any loan made by a member of the Bank Group to from a member of the Group, where in connection with an acquisition by that member which is permitted by Clause 19.10 (Acquisitions and mergers), to the proceeds relevant person being acquired or one or more of such loan areits Subsidiaries, or are provided that the aggregate outstanding principal amount of all Lending Transactions (which principal amount shall be deemed to be (whether directly or indirectly) used:
(i) to make payments to no longer outstanding for this purpose at the High Yield Trustee in respect of High Yield Trustee Amounts (as such terms are defined in time the HYD Intercreditor Agreement) in respect beneficiary 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 make payments under the Senior Secured Notes Documents;
(iv) provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, to fund Permitted Payments; or
(v) at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited by the HYD Intercreditor Agreement, the Group Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement;
(h) credit granted by any member of the Bank Group to relevant Lending Transaction becomes a member of the GroupGroup upon completion of the relevant acquisition, where provided such Lending Transaction was made to or in favour of the Indebtedness outstanding thereunder relates to Intra-Group Services in the ordinary course of business;person acquired or its Subsidiaries) shall not exceed €100,000,000 at any time; and
(ig) any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition of such membership interest is permitted under Clause 25.13 (Acquisitions and Investments);
(j) any guarantee given by Lending Transactions from a member of the Bank Group in respect to any person of or constituted the proceeds of equity subscribed by any Financial Indebtedness permitted under Clause 25.4 Restricted Person in, or Subordinated Shareholder Loans provided to, such member (Financial Indebtedness) or Clause 25.10 (Transactions with Affiliates) or other obligation not restricted by the terms of the Relevant Finance Documents, of another member of the Bank Group;
(k) than any guarantees arising under the Relevant Finance Documents;
(l) any customary title guarantee given such proceeds which are otherwise applied in connection with the assignment of leases where such assignment is permitted under Clause 25.6 (Disposals);
(m) any guarantees or similar undertakings granted by any member of the Bank Group in favour of H.M. Revenue & Customs in respect mandatory prepayment of any obligations of Virgin Media (UK) Group, Inc. in respect of UK tax in order to facilitate the winding up of Virgin Media (UK) Group, Inc. provided that the Facility Agent shall have first received confirmation from the Company that based on discussions with H.M. Revenue & Customs and the Company’s reasonable assumptions, the Company does not believe that the liability or all Facilities under such guarantee will exceed £15 million (such confirmation to be supported by a letter from the Company’s auditors for the time being, confirming that based on the Company’s calculations of such tax liability the Company’s confirmation is a reasonable assessment of such tax liabilitythis Agreement);
(n) any loan granted as a result of a Subscriber being allowed terms, in the ordinary course of trade, whereby it does not have to pay for the services provided to it for a period after the provision of such services;
(o) a loan made or a credit granted to a Joint Venture to the extent permitted under paragraph (d) of Clause 25.9 (Joint Ventures);
(p) any loans made under the terms of the Screenshop Intra-Group Loan Agreement;
(q) the BBC Guarantees;
(r) liquidity loans of a type which is customary for asset securitisation programmes or other receivables factoring transactions, provided in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j) (Disposals); and
(s) loans made, credit granted or guarantees given by any member of the Bank Group not falling within paragraphs (a) to (r) above, in an aggregate amount not exceeding £100 million (or its equivalent in other currencies) outstanding at any time.
Appears in 2 contracts
Samples: Credit Facilities Agreement (Liberty Global, Inc.), Credit Facilities Agreement (Liberty Global, Inc.)
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 which is not an Obligor to an Obligor by way of Subordinated Funding;
(ii) by one Obligor to another Obligor;
(iii) by a member of the Bank Group;Group which is not an Obligor to any other member of the Bank Group which is not an Obligor; or
(iiiv) 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;
(iiiv) in accordance with Clause 25.9 (Joint Ventures); or;
(ivvi) by a SSN Finance Subsidiary as contemplated in the definition of “SSN Finance Subsidiary” or US Borrower pursuant to 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 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 New High Yield Notes;
(iii) to make equivalent payments to those specified in paragraph paragraphs (i) and (ii) above in respect of any High Yield Refinancings or in respect of any Additional High Yield Notes;
(iii) to make payments under the Senior Secured Notes Documents;
(iv) provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, thereof to fund Permitted Payments; or
(v) at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited by the HYD Intercreditor Agreement, the Group Intercreditor Agreement or a Supplemental HYD Intercreditor Agreementany other applicable intercreditor agreement;
(h) credit granted by any member of the Bank Group to a member of the Group, where the Indebtedness outstanding thereunder relates to Intra-Group Services in provided that where such credit relates to services falling within sub-paragraphs (c)(i) and (c)(iii) of the ordinary course definition of businessIntra-Group Services the settlement of any such credit estimated by the Borrower to be owed by members of the Group which are not Obligors shall take place no later than the first Business Day falling 60 days after the end of each Financial Quarter provided that any such settlement may occur by way of set-off and further provided that any overpayment or underpayment arising as a result of the settlement of all such credit may be returned to the overpaying party or paid by the underpaying party (and any credit or Financial Indebtedness arising as a result of such overpayment or underpayment pending repayment to the overpaying party or payment by the underpaying party is hereby permitted);
(i) any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition of such membership interest is permitted under Clause 25.13 (Acquisitions and Investments);
(j) any guarantee given by a member of the Bank Group in respect of or constituted by any Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness) or Clause 25.10 (Transactions with Affiliates) or other obligation not restricted by the terms of the Relevant Finance Documents, of another member of the Bank Group;
(k) any guarantees arising under the Relevant Finance Documents (including any guarantees given in respect of an Alternative Baseball Financing) and any guarantee arising under the Bridge Finance Documents;
(l) any customary title guarantee given in connection with the assignment of leases where such assignment is permitted under Clause 25.6 (Disposals);
(m) any guarantees or similar undertakings granted by any member of the Bank Group in favour of H.M. the Inland Revenue & Customs in respect of any obligations of Virgin Media (UK) Group, Inc. (formerly known as NTL (UK) Group, Inc.) in respect of UK tax in order to facilitate the winding up of Virgin Media (UK) Group, Inc. (formerly known as NTL (UK) Group, Inc.) provided that the Facility Agent shall have first received confirmation from the Company that based on discussions with H.M. the Inland Revenue & Customs and the Company’s reasonable assumptions, the Company does not believe that the liability under such guarantee will exceed £15 million (such confirmation to be supported by a letter from the Company’s auditors for the time being, confirming that based on the Company’s calculations of such tax liability the Company’s confirmation is a reasonable assessment of such tax liability);
(n) any loan granted as a result of a Subscriber being allowed terms, in the ordinary course of trade, whereby it does not have to pay for the services provided to it for a period after the provision of such services;
(o) any loans or guarantees expressly contemplated under the Steps Paper;
(p) a loan made or a credit granted to a Joint Venture to the extent permitted under paragraph (d) of Clause 25.9 (Joint Ventures);
(pq) any loans made under the terms of the Screenshop Intra-Group Loan Agreement;
(qr) the BBC Guarantees;
(rs) in the event that the Company elects to proceed with an Option B Alternative Bridge Facility Refinancing, any loan made by the Company to the Parent from the proceeds of drawdown under the C Facility, to enable the Parent to repay, together with the proceeds of the applicable New High Yield Notes issued by it, all outstandings under the Alternative Bridge Facility Agreement;
(t) liquidity loans of a type which is customary for asset securitisation programmes or other receivables factoring transactions, provided in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j25.6(i) (Disposals)of this Agreement; and
(su) loans made, credit granted or guarantees given by any member of the Bank Group not falling within paragraphs (a) to (rt) above, in an aggregate amount not exceeding £100 85 million (or its equivalent in other currencies) outstanding at any time).
Appears in 2 contracts
Samples: Senior Facilities Agreement (Virgin Media Inc.), Senior Facilities Agreement (Virgin Media Inc.)
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 which is not an Obligor to an Obligor by way of Subordinated Funding;
(ii) by one Obligor to another Obligor;
(iii) by a member of the Bank GroupGroup which is not an Obligor to any other member of the Bank Group which is not an Obligor;
(iiiv) 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;
(iiiv) in accordance with Clause 25.9 (Joint Ventures);
(vi) by the US Borrower pursuant to the Notes; or
(ivvii) 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 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 New High Yield Notes;
(iii) to make equivalent payments to those specified in paragraph paragraphs (i) and (ii) above in respect of any High Yield Refinancings or in respect of any Additional High Yield Notes;
(iiiiv) to make payments under the Senior Secured Notes Documents;
(ivv) provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, thereof to fund Permitted Payments; or
(vvi) at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited by the HYD Intercreditor Agreement, the Group Intercreditor Agreement or a Supplemental HYD Intercreditor Agreementany other applicable intercreditor agreement;
(h) credit granted by any member of the Bank Group to a member of the Group, where the Indebtedness outstanding thereunder relates to Intra-Group Services in provided that where such credit relates to services falling within sub-paragraphs (c)(i) and (c)(iii) of the ordinary course definition of businessIntra-Group Services the settlement of any such credit estimated by the Borrower to be owed by members of the Group which are not Obligors shall take place no later than the first Business Day falling 60 days after the end of each Financial Quarter provided that any such settlement may occur by way of set-off and further provided that any overpayment or underpayment arising as a result of the settlement of all such credit may be returned to the overpaying party or paid by the underpaying party (and any credit or Financial Indebtedness arising as a result of such overpayment or underpayment pending repayment to the overpaying party or payment by the underpaying party is hereby permitted);
(i) any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition of such membership interest is permitted under Clause 25.13 (Acquisitions and Investments);
(j) any guarantee given by a member of the Bank Group in respect of or constituted by any Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness) or Clause 25.10 (Transactions with Affiliates) or other obligation not restricted by the terms of the Relevant Finance Documents, of another member of the Bank Group;
(k) any guarantees arising under the Relevant Finance Documents (including any guarantees given in respect of an Alternative Baseball Financing) and any guarantee arising under the Bridge Finance Documents;
(l) any customary title guarantee given in connection with the assignment of leases where such assignment is permitted under Clause 25.6 (Disposals);
(m) any guarantees or similar undertakings granted by any member of the Bank Group in favour of H.M. the Inland Revenue & Customs in respect of any obligations of Virgin Media (UK) Group, Inc. (formerly known as NTL (UK) Group, Inc.) in respect of UK tax in order to facilitate the winding up of Virgin Media (UK) Group, Inc. (formerly known as NTL (UK) Group, Inc.) provided that the Facility Agent shall have first received confirmation from the Company that based on discussions with H.M. the Inland Revenue & Customs and the Company’s reasonable assumptions, the Company does not believe that the liability under such guarantee will exceed £15 million (such confirmation to be supported by a letter from the Company’s auditors for the time being, confirming that based on the Company’s calculations of such tax liability the Company’s confirmation is a reasonable assessment of such tax liability);
(n) any loan granted as a result of a Subscriber being allowed terms, in the ordinary course of trade, whereby it does not have to pay for the services provided to it for a period after the provision of such services;
(o) any loans or guarantees expressly contemplated under the Steps Paper;
(p) a loan made or a credit granted to a Joint Venture to the extent permitted under paragraph (d) of Clause 25.9 (Joint Ventures);
(pq) any loans made under the terms of the Screenshop Intra-Group Loan Agreement;
(qr) the BBC Guarantees;
(rs) in the event that the Company elects to proceed with an Option B Alternative Bridge Facility Refinancing, any loan made by the Company to the Parent from the proceeds of drawdown under the C Facility, to enable the Parent to repay, together with the proceeds of the applicable New High Yield Notes issued by it, all outstandings under the Alternative Bridge Facility Agreement;
(t) liquidity loans of a type which is customary for asset securitisation programmes or other receivables factoring transactions, provided in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j25.6(i) (Disposals)of this Agreement; and
(su) loans made, credit granted or guarantees given by any member of the Bank Group not falling within paragraphs (a) to (rt) above, in an aggregate amount not exceeding £100 85 million (or its equivalent in other currencies) outstanding at any time).
Appears in 1 contract
Loans and Guarantees. No Without the prior consent of the Instructing Group, each Obligor shall (will not, and the Company shall Parent will procure that no member of the Bank Group shall), without the prior written consent of an Instructing Groupwill make any loans, grant any loan or credit or give any guarantee in guarantee, to or for the benefit of, or enter into any such case in respect transaction having the effect of Financial Indebtednesslending money to, any person, other than:
(a) any extension loans from a member of trade credit the Bank Group to another member of the Bank Group or guarantees, bonds or indemnities granted in loan notes issued by one member of the ordinary course Bank Group and held by another member of business on usual and customary termsthe Bank Group;
(b) any credit given by a member of the Bank Group to another member of the Bank Group which arises by reason of cash-cash pooling, set-set off or other cash management arrangement arrangements of the Bank GroupGroup or by reason of other credits relating to services performed or allocation of expenses;
(c) as permitted by Clause 24.13 (Restrictions on Financial Indebtedness);
(d) normal trade credit in the Existing Loans ordinary course of business;
(e) guarantees given:
(i) under the Senior Secured Finance Documents;
(ii) by any Obligor in respect of the liabilities of another Obligor;
(iii) by a member of the Bank Group in respect of the liabilities of an Obligor; or
(iv) by a member of the Bank Group (which is not an Obligor) in respect of the liabilities of another member of the Bank Group (which is not an Obligor);
(v) by an Obligor in respect of the liabilities of any other member of the Bank Group to the extent that such liabilities could have been incurred by such Obligor directly without breaching this Agreement; or
(vi) by an Obligor in respect of the liabilities of any other member of the Bank Group which is not an Obligor provided that that other member of the Bank Group must become an Acceding Guarantor in accordance with Clause 27.3 (Acceding Guarantors) within 30 days of the granting of the guarantee made pursuant to this paragraph (vi); or
(f) to the extent that the same constitute Permitted Payments or a Permitted Disposal (not being a Permitted Disposal of cash or cash equivalents);
(g) loans, the granting of credit, guarantees and other transactions having the effect of lending money (each a “Lending Transaction”) from a member of the Bank Group, in connection with an acquisition by that member which is permitted by Clause 24.12 (Acquisitions and Mergers), to the relevant person being acquired or one or more of its Subsidiaries, provided that:
(i) no Lending Transaction may have a term longer than 12 months (including any extensions or refinancings of the original Lending Transaction); and
(ii) the aggregate outstanding principal amount of all Lending Transactions (which principal amount shall be deemed to be no longer outstanding for this purpose at the time the beneficiary of the relevant Lending Transaction becomes a member of the Bank Group upon completion of the relevant acquisition, provided such Lending Transaction was made to or in favour of the person acquired or its Subsidiaries) shall not exceed €330,000,000 at any time;
(h) Lending Transactions from a member of the Bank Group to any person of the proceeds of equity subscribed by any Restricted Person in, or Subordinated Funding provided to, such member (other than any such proceeds which are otherwise applied in mandatory prepayment of any or all Facilities under this Agreement or pursuant to Clause 23.4 (Cure Provisions) or otherwise); and
(i) any loans made or credit granted pursuant to binding commitments in effect on the Signing Date (each an “Investment”) together with any extension, modification, replacement, renewal or reinvestment of any Investment provided that the aggregate principal amount outstanding thereunder may not be increased from that existing at the Original Execution Signing Date in reliance on this paragraph except (cA) as required by the terms of such Investment as in existence on the Signing Date (except with respect to including as a result of the accrual or capitalisation accretion of interest)interest or original issue discount or the issuance of pay-in-kind securities) or (B) as otherwise permitted under this Agreement;
(dj) 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 24.12 (Joint VenturesAcquisitions and Mergers); orand
(ivii) 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”;
(ek) 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 Bank Group, provided that the aggregate principal amount of all such loans shall not at any time exceed £10 million €10,000,000 (or its equivalent in other currencies);
(fl) any loan made by a member of the Bank Group pursuant to either an Asset Passthrough or a Funding Passthrough;
(gm) any loan made by a member of the Bank Group to a member of the Wider 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 Senior Unsecured Notes Trustee in respect of High Yield Senior Unsecured Notes Trustee Amounts (as such terms are defined in the HYD Intercreditor Agreement) in respect of the Existing High Yield Original Senior Unsecured Notes;
(ii) to make equivalent payments to those specified in paragraph (i) above in respect of any High Yield Senior Unsecured Refinancings or in respect of any Additional High Yield Senior Unsecured Notes;
(iii) to make payments under the Senior Secured Notes Documents;
(iv) provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, to fund Permitted Payments; or
(v) at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited by the HYD Intercreditor Agreement, the Group Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement;
(hn) credit granted by any member of the Bank Group to a member of the Wider Group, where the Indebtedness outstanding thereunder relates to Intra-Group Services in the ordinary course of business;
(io) any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition of such membership interest is permitted under Clause 25.13 24.12 (Acquisitions and InvestmentsMergers);
(j) any guarantee given by a member of the Bank Group in respect of or constituted by any Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness) or Clause 25.10 (Transactions with Affiliates) or other obligation not restricted by the terms of the Relevant Finance Documents, of another member of the Bank Group;
(k) any guarantees arising under the Relevant Finance Documents;
(lp) any customary title guarantee given in connection with the assignment of leases where such assignment is permitted under Clause 25.6 24.11 (Disposals);
(m) any guarantees or similar undertakings granted by any member of the Bank Group in favour of H.M. Revenue & Customs in respect of any obligations of Virgin Media (UK) Group, Inc. in respect of UK tax in order to facilitate the winding up of Virgin Media (UK) Group, Inc. provided that the Facility Agent shall have first received confirmation from the Company that based on discussions with H.M. Revenue & Customs and the Company’s reasonable assumptions, the Company does not believe that the liability under such guarantee will exceed £15 million (such confirmation to be supported by a letter from the Company’s auditors for the time being, confirming that based on the Company’s calculations of such tax liability the Company’s confirmation is a reasonable assessment of such tax liability);
(nq) any loan granted as a result of a Subscriber being allowed terms, in the ordinary course of trade, whereby it does not have to pay for the services provided to it for a period after the provision of such services;
(or) a loan made or a credit granted to a Joint Venture to the extent permitted under paragraph Clause 24.12(a)(iv) (d) of Clause 25.9 (Joint VenturesAcquisitions and Mergers);
(ps) any loans made under or guarantees relating to Excess Capacity Network Services provided that the terms price payable to any member of the Screenshop Intra-Bank Group Loan Agreementin relation to such Excess Capacity Network Services is no less than the Cost incurred by the relevant member of the Bank Group in providing such Excess Capacity Network Services;
(q) the BBC Guarantees;
(rt) liquidity loans of a type which is customary for asset securitisation programmes or other receivables factoring transactions, provided in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j24.11(b)(xvi) (Disposals); and;
(su) any liability under a statement referred to in Section 2:403(1)(f) of the Dutch Civil Code;
(v) loans made in order to facilitate the making of repayments by Bidco or US Bidco under the Acquisition Facilities Agreement in accordance with Clause 24.37 (Debt Pushdown);
(w) loans contemplated by Clause 2.3 (Purpose);
(x) any counter guarantee issued by a bank or other financial institution in relation to any rental guarantee;
(y) any loan or guarantee arising in relation to the master agreement cash management (mantelovereenkomst cashmanagement) dated 11 June 2011 between, among others, the Parent and Rabobank;
(z) any Permitted Transaction;
(aa) loans made, credit granted or guarantees given by any member of the Bank Group not falling within paragraphs (a) to (rz) above, in an aggregate amount not exceeding £100 million the greater of:
(i) €100,000,000 (or its equivalent in other currencies) outstanding at any time; and
(ii) two per cent. of Total Assets.
Appears in 1 contract
Loans and Guarantees. (a) No Obligor shall (and the Company Parent shall procure ensure that no other member of the Bank Group shall), without the prior written consent of an Instructing Groupwill) make or allow to subsist any loans, grant any loan or credit (save in the ordinary course of business) or give or allow to remain outstanding any guarantee in or indemnity (except as required under any such case 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 Financial Indebtednessany obligation of any person (together, other than“Credit”).
(b) Paragraph (a) above does not apply to any Credit:
(ai) any extension advanced by an Obligor to another Obligor or by a member of trade credit the Group which is not an Obligor to another member of the Group which is not an Obligor;
(ii) advanced by a member of the Group which is not an Obligor to another member of the Group which is an Obligor provided that such Credit is subordinated on terms reasonably acceptable to the Agent; or
(iii) made by an Obligor to a member of the Group which is not an Obligor, provided that:
(A) if at the time of entry into such transaction Leverage is less than or guaranteesequal to 2.25:1 (tested by reference to the then most recent Filed Financial Statements), bonds or indemnities granted provided that such arrangements are entered into in the ordinary course of business on usual and customary terms;
(b) any credit given by a member of in connection with the Bank Group to another member of the Bank Group which arises by reason of cash-pooling, set-off or other cash Group’s treasury 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)operations; or
(ivB) if at the time of entry into such transaction Leverage is greater than 2.25:1 (tested by a SSN Finance Subsidiary as contemplated in reference to 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 employeesthen most recent Filed Financial Statements), directors, officers or consultants of the Group, provided that the aggregate principal amount of all such loans shall Credit (when aggregated with the aggregate principal amount of all such Credit permitted under this paragraph (B) and after deducting the aggregate principle amount of all such Credit from members of the Group which are not Obligors to Obligors at any time that time) in each case advanced after the date of this Agreement does not exceed £10 million the aggregate of US$1,000,000,000 plus 25 per cent. of the net income of the Parent for the period starting on 1 January 2022 until the date of the most recent Filed Financial Statements (treated as one accounting period) (or its equivalent in another currency or 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 make payments under the Senior Secured Notes Documents;
(iv) provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, to fund Permitted Payments; or
(v) at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited by the HYD Intercreditor Agreement, the Group Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement;
(h) credit granted by any member of the Bank Group to a member of the Group, where the Indebtedness outstanding thereunder relates to Intra-Group Services in the ordinary course of business;
(i) any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition of such membership interest is permitted under Clause 25.13 (Acquisitions and Investments);
(j) any guarantee given by a member of the Bank Group in respect of or constituted by any Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness) or Clause 25.10 (Transactions with Affiliates) or other obligation not restricted by the terms of the Relevant Finance Documents, of another member of the Bank Group;
(k) any guarantees arising under the Relevant Finance Documents;
(l) any customary title guarantee given in connection with the assignment of leases where such assignment is permitted under Clause 25.6 (Disposals);
(m) any guarantees or similar undertakings granted by any member of the Bank Group in favour of H.M. Revenue & Customs in respect of any obligations of Virgin Media (UK) Group, Inc. in respect of UK tax in order to facilitate the winding up of Virgin Media (UK) Group, Inc. provided that the Facility Agent shall have first received confirmation from the Company that based on discussions with H.M. Revenue & Customs and the Company’s reasonable assumptions, the Company does not believe that the liability under such guarantee will exceed £15 million (such confirmation to be supported by a letter from the Company’s auditors for the time being, confirming that based on the Company’s calculations of such tax liability the Company’s confirmation is a reasonable assessment of such tax liability);
(n) any loan granted as a result of a Subscriber being allowed terms, in the ordinary course of trade, whereby it does not have to pay for the services provided to it for a period after the provision of such services;
(o) a loan made or a credit granted to a Joint Venture to the extent permitted under paragraph (d) of Clause 25.9 (Joint Ventures);
(p) any loans made under the terms of the Screenshop Intra-Group Loan Agreement;
(q) the BBC Guarantees;
(r) liquidity loans of a type which is customary for asset securitisation programmes or other receivables factoring transactions, provided in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j) (Disposals)time; and
(sC) loans made, credit the relevant Obligor has granted or guarantees given by any member security over its rights in respect of such Credit in favour of the Bank Group not falling within paragraphs (a) Secured Parties on terms acceptable to (r) above, in an aggregate amount not exceeding £100 million (or its equivalent in other currencies) outstanding at any timethe Agent.
Appears in 1 contract
Samples: Secured Facility Agreement (Amkor Technology, Inc.)
Loans and Guarantees. No Each Obligor shall (will not, and the Company shall will procure that no member of the Bank Group shall), without the prior written consent of an Instructing Groupwill make any loans, grant any loan or credit or give any guarantee in guarantee, to or for the benefit of, or enter into any such case in respect transaction having the effect of Financial Indebtednesslending money to, any person, 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 loans from a member of the Bank Group to another member of the Bank Group which arises by reason of cash-pooling, set-off or provided that no Obligor shall make a loan to any other cash management arrangement member of the Bank GroupGroup unless, within 60 days of making the loan:
(i) such Obligor has entered into an Obligor Pledge of Shareholder Loans which creates an effective pledge in favour of the Security Agent in relation to such loan and provided the Security Agent with such evidence as it may reasonably request as to the power and authority of such Obligor to enter into such Obligor Pledge of Shareholder Loans and that such Obligor Pledge of Shareholder Loans constitutes valid and legally binding obligations of such Obligor enforceable in accordance with its terms subject (to the extent possible) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents)
(ii) the relevant member of the Group to whom the shareholder loan has been made has given a notification of pledge to the Security Agent in respect of such shareholder loans;
(b) as permitted by Clause 19.7 (Financial Indebtedness);
(c) normal trade credit in 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 ordinary course of interest)business;
(d) any loans or credit grantedguarantees given:
(i) by a member any Obligor in respect of the Bank Group to liabilities of another member of the Bank GroupObligor;
(ii) by a member of the Bank Group to the relevant member in respect of the Group for the purposes liabilities of funding drawings available under the undrawn portion of any Existing UKTV Group Loan Stock of up to £50 million in aggregatean Obligor;
(iii) by a member of the Group (which is not an Obligor) in accordance with Clause 25.9 respect of the liabilities of another member of the Group (Joint Ventureswhich is not an Obligor); or;
(iv) by a SSN Finance Subsidiary as contemplated an Obligor in the definition of “SSN Finance Subsidiary” or the on-lending by the Parent to VMIH respect of the proceeds liabilities of an issuance any other member of Senior Secured Notesthe Group to the extent that such liabilities could have been incurred by such Obligor directly without breaching this Agreement;
(e) any loans made by any member of to 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 extent that the aggregate principal amount same constitute Permitted Payments or a Permitted Disposal (not being a Permitted Disposal of all such loans shall not at any time exceed £10 million (cash or its equivalent in other currenciescash equivalents);
(f) any loan made by loans, the granting of credit, guarantees and other transactions having the effect of lending money (each a member of the Bank Group pursuant to either an Asset Passthrough or a Funding Passthrough;
(gLending Transaction) any loan made by a member of the Bank Group to from a member of the Group, where in connection with an acquisition by that member which is permitted by Clause 19.10 (Acquisitions and mergers), to the proceeds relevant person being acquired or one or more of such loan areits Subsidiaries, or are provided that the aggregate outstanding principal amount of all Lending Transactions (which principal amount shall be deemed to be (whether directly or indirectly) used:
(i) to make payments to no longer outstanding for this purpose at the High Yield Trustee in respect of High Yield Trustee Amounts (as such terms are defined in time the HYD Intercreditor Agreement) in respect beneficiary 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 make payments under the Senior Secured Notes Documents;
(iv) provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, to fund Permitted Payments; or
(v) at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited by the HYD Intercreditor Agreement, the Group Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement;
(h) credit granted by any member of the Bank Group to relevant Lending Transaction becomes a member of the GroupGroup upon completion of the relevant acquisition, where provided such Lending Transaction was made to or in favour of the Indebtedness outstanding thereunder relates to Intra-Group Services in the ordinary course of business;person acquired or its Subsidiaries) shall not exceed €100,000,000 at any time; and
(ig) any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition of such membership interest is permitted under Clause 25.13 (Acquisitions and Investments);
(j) any guarantee given by Lending Transactions from a member of the Bank Group in respect to any person of or constituted the proceeds of equity subscribed by any Financial Indebtedness permitted under Clause 25.4 Restricted Person in, or Subordinated Shareholder Loans provided to, such member (Financial Indebtedness) or Clause 25.10 (Transactions with Affiliates) or other obligation not restricted by the terms of the Relevant Finance Documents, of another member of the Bank Group;
(k) than any guarantees arising under the Relevant Finance Documents;
(l) any customary title guarantee given such proceeds which are otherwise applied in connection with the assignment of leases where such assignment is permitted under Clause 25.6 (Disposals);
(m) any guarantees or similar undertakings granted by any member of the Bank Group in favour of H.M. Revenue & Customs in respect mandatory prepayment of any obligations of Virgin Media (UK) Group, Inc. in respect of UK tax in order to facilitate the winding up of Virgin Media (UK) Group, Inc. provided that the Facility Agent shall have first received confirmation from the Company that based on discussions with H.M. Revenue & Customs and the Company’s reasonable assumptions, the Company does not believe that the liability or all Facilities under such guarantee will exceed £15 million (such confirmation to be supported by a letter from the Company’s auditors for the time being, confirming that based on the Company’s calculations of such tax liability the Company’s confirmation is a reasonable assessment of such tax liabilitythis Agreement);
(n) any loan granted as a result of a Subscriber being allowed terms, in the ordinary course of trade, whereby it does not have to pay for the services provided to it for a period after the provision of such services;
(o) a loan made or a credit granted to a Joint Venture to the extent permitted under paragraph (d) of Clause 25.9 (Joint Ventures);
(p) any loans made under the terms of the Screenshop Intra-Group Loan Agreement;
(q) the BBC Guarantees;
(r) liquidity loans of a type which is customary for asset securitisation programmes or other receivables factoring transactions, provided in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j) (Disposals); and
(s) loans made, credit granted or guarantees given by any member of the Bank Group not falling within paragraphs (a) to (r) above, in an aggregate amount not exceeding £100 million (or its equivalent in other currencies) outstanding at any time.
Appears in 1 contract
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 which is not an Obligor to an Obligor by way of Subordinated Funding;
(ii) by one Obligor to another Obligor;
(iii) by a member of the Bank Group;Group which is not an Obligor to any other member of the Bank Group which is not an Obligor; or
(iiiv) 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;
(iiiv) in accordance with Clause 25.9 (Joint Ventures); or;
(ivvi) by a SSN Finance Subsidiary as contemplated in the definition of “SSN Finance Subsidiary” or US Borrower pursuant to 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’ 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 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 New High Yield Notes;
(iii) to make equivalent payments to those specified in paragraph paragraphs (i) and (ii) above in respect of any High Yield Refinancings or in respect of any Additional High Yield Notes;
(iii) to make payments under the Senior Secured Notes Documents;
(iv) provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, thereof to fund Permitted Payments; or
(v) at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited by the HYD Intercreditor Agreement, the Group Intercreditor Agreement or a Supplemental HYD Intercreditor Agreementany other applicable intercreditor agreement;
(h) credit granted by any member of the Bank Group to a member of the Group, where the Indebtedness outstanding thereunder relates to Intra-Group Services in provided that where such credit relates to services falling within sub-paragraphs (c)(i) and (c)(iii) of the ordinary course definition of businessIntra-Group Services the settlement of any such credit estimated by the Borrower to be owed by members of the Group which are not Obligors shall take place no later than the first Business Day falling 60 days after the end of each Financial Quarter provided that any such settlement may occur by way of set-off and further provided that any overpayment or underpayment arising as a result of the settlement of all such credit may be returned to the overpaying party or paid by the underpaying party (and any credit or Financial Indebtedness arising as a result of such overpayment or underpayment pending repayment to the overpaying party or payment by the underpaying party is hereby permitted);
(i) any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition of such membership interest is permitted under Clause 25.13 (Acquisitions and Investments);
(j) any guarantee given by a member of the Bank Group in respect of or constituted by any Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness) or Clause 25.10 (Transactions with Affiliates) or other obligation not restricted by the terms of the Relevant Finance Documents, of another member of the Bank Group;
(k) any guarantees arising under the Relevant Finance Documents (including any guarantees given in respect of an Alternative Baseball Financing) and any guarantee arising under the Bridge Finance Documents;
(l) any customary title guarantee given in connection with the assignment of leases where such assignment is permitted under Clause 25.6 (Disposals);
(m) any guarantees or similar undertakings granted by any member of the Bank Group in favour of H.M. the Inland Revenue & Customs in respect of any obligations of Virgin Media (UK) Group, Inc. (formerly known as NTL (UK) Group, Inc.) in respect of UK tax in order to facilitate the winding up of Virgin Media (UK) Group, Inc. (formerly known as NTL (UK) Group, Inc.) provided that the Facility Agent shall have first received confirmation from the Company that based on discussions with H.M. the Inland Revenue & Customs and the Company’s Companys reasonable assumptions, the Company does not believe that the liability under such guarantee will exceed £15 million (such confirmation to be supported by a letter from the Company’s Companys auditors for the time being, confirming that based on the Company’s Companys calculations of such tax liability the Company’s Companys confirmation is a reasonable assessment of such tax liability);
(n) any loan granted as a result of a Subscriber being allowed terms, in the ordinary course of trade, whereby it does not have to pay for the services provided to it for a period after the provision of such services;
(o) any loans or guarantees expressly contemplated under the Steps Paper;
(p) a loan made or a credit granted to a Joint Venture to the extent permitted under paragraph (d) of Clause 25.9 (Joint Ventures);
(pq) any loans made under the terms of the Screenshop Intra-Group Loan Agreement;
(qr) the BBC Guarantees;
(rs) in the event that the Company elects to proceed with an Option B Alternative Bridge Facility Refinancing, any loan made by the Company to the Parent from the proceeds of drawdown under the C Facility, to enable the Parent to repay, together with the proceeds of the applicable New High Yield Notes issued by it, all outstandings under the Alternative Bridge Facility Agreement;
(t) liquidity loans of a type which is customary for asset securitisation programmes or other receivables factoring transactions, provided in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j25.6(i) (Disposals)of this Agreement; and
(su) loans made, credit granted or guarantees given by any member of the Bank Group not falling within paragraphs (a) to (rt) above, in an aggregate amount not exceeding £100 85 million (or its equivalent in other currencies) outstanding at any time).
Appears in 1 contract
Loans and Guarantees. (a) No Obligor shall (and the Company shall procure ensure that no other member of the Bank Borrower Group shall)will):
(i) make any loan, without the prior written consent or provide any form of an Instructing Group, grant any loan or 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 any person; or
(iii) permit to subsist any guarantee in of any such case in respect Financial Indebtedness 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;its Subsidiaries.
(b) Paragraph (a) above does not apply to:
(i) any credit given loan made by (subject to sub-paragraph (b)(ii) below) a member of the Bank Borrower 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 Borrower 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);
(fA) any loan made by a member of the Bank Group pursuant which is not an Obligor to either a member of the Group which is an Asset Passthrough or a Funding Passthrough;
Obligor; and (gB) any loan made by a member of the Bank Group an Obligor to a member of the GroupGroup which is not an Obligor, where provided that the proceeds of aggregate amount outstanding under all such loan are, or are to be loans mentioned in (whether directly or indirectlyA) used:
and (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 (iB) above in respect of shall not at any High Yield Refinancings or in respect of any Additional High Yield Notestime exceed US$25,000,000;
(iii) any trade credit granted on customary commercial terms to make payments under any customer of a member of the Senior Secured Notes DocumentsGroup;
(iv) provided that no Event any guarantee granted by the Company in respect of Default has occurred and is continuing or is likely the unsecured borrowings referred to occur as a result thereof, to fund Permitted Payments; orin Clause 21.10(d) (Financial Indebtedness);
(v) at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited guarantee granted by the HYD Intercreditor Agreement, the Group Intercreditor Agreement or Company in respect of a Supplemental HYD Intercreditor AgreementPermitted Treasury Transaction;
(hvi) credit granted any performance or payment guarantees given by any member the Company in respect of the Bank Group to payment obligations that do not constitute Financial Indebtedness of a member of the Group, where the Indebtedness outstanding thereunder relates Group pursuant to Intra-Group Services in the ordinary course of business;
(i) any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition outsourcing agreements with customers of such membership interest is permitted under Clause 25.13 (Acquisitions and Investments);
(j) any guarantee given by a member of the Bank Group entered into, in respect of or constituted by any Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness) or Clause 25.10 (Transactions with Affiliates) or other obligation not restricted by the terms of the Relevant Finance Documents, of another member of the Bank Group;
(k) any guarantees arising under the Relevant Finance Documents;
(l) any customary title guarantee given in connection with the assignment of leases where such assignment is permitted under Clause 25.6 (Disposals);
(m) any guarantees or similar undertakings granted by any member of the Bank Group in favour of H.M. Revenue & Customs in respect of any obligations of Virgin Media (UK) Group, Inc. in respect of UK tax in order to facilitate the winding up of Virgin Media (UK) Group, Inc. provided that the Facility Agent shall have first received confirmation from the Company that based on discussions with H.M. Revenue & Customs and the Company’s reasonable assumptions, the Company does not believe that the liability under such guarantee will exceed £15 million (such confirmation to be supported by a letter from the Company’s auditors for the time being, confirming that based on the Company’s calculations of such tax liability the Company’s confirmation is a reasonable assessment of such tax liability);
(n) any loan granted as a result of a Subscriber being allowed termseach case, in the ordinary course of trade, whereby it does not have to pay for the services provided to it for a period after the provision of such servicesits business;
(ovii) any loan where all the proceeds of such loan are used to satisfy a loan made or a credit granted to a Joint Venture to payment obligation of an Obligor under the extent permitted under paragraph (d) of Clause 25.9 (Joint Ventures)Finance Documents;
(pviii) any loans made under the terms by reference to Clause 30.22 of the Screenshop Intra-Group Loan Master Services Agreement and the defined terms in the Master Services Agreement, the indemnity given by the Supplier to the Customer and all Service Recipients in connection with any claim of alleged or actual infringement of any Third Party IPR arising out of or in connection with Customer’s and/or every Service Recipient’s receipt and/or use of the Services to be provided by the Supplier in accordance with the Master Services Agreement;
(qix) any guarantee granted by the BBC Guarantees;
(r) liquidity loans Company to the Vendor in respect of a type which is customary for asset securitisation programmes or other receivables factoring transactionsthe obligations under the Acquisition Documents, provided in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j) (Disposals); and
(s) loans made, credit granted or guarantees given by any member of that the Bank Group amount guaranteed shall not falling within paragraphs (a) to (r) above, in an aggregate amount not exceeding £100 million (or its equivalent in other currencies) outstanding at any timetime exceed the amount so guaranteed as at the date of this Agreement.
Appears in 1 contract
Loans and Guarantees. No Obligor shall (Without the prior consent of the Required Lenders, each Loan Party will not, and the Company shall procure that no will not permit any member of the Bank Group shall)to, without the prior written consent of an Instructing Groupmake any loans, grant any loan or credit or give any guarantee in guarantee, to or for the benefit of, or enter into any such case in respect transaction having the effect of Financial Indebtednesslending money to, any person, other than:
(a) any extension loans from a member of trade credit the Bank Group to another member of the Bank Group or guarantees, bonds or indemnities granted in loan notes issued by one member of the ordinary course Bank Group and held by another member of business on usual and customary termsthe Bank Group;
(b) any credit given by a member of the Bank Group to another member of the Bank Group which arises by reason of cash-cash pooling, set-set off or other cash management arrangement arrangements of the Bank Group or by reason of other credits relating to services performed or allocation of expenses;
(c) any guarantee given by a member of the Bank Group in relation to cash pooling or other cash management arrangements of the Bank Group;
(cd) as permitted by Section 7.03;
(e) normal trade credit in the ordinary course of business;
(f) guarantees given:
(i) under the Senior Secured Loan Documents;
(ii) by any Loan Party in respect of the liabilities of another Loan Party;
(iii) by a member of the Bank Group in respect of the liabilities of a Loan Party; or
(iv) by a member of the Bank Group (which is not a Loan Party) in respect of the liabilities of another member of the Bank Group (which is not a Loan Party);
(v) by a Loan Party in respect of the liabilities of any other member of the Bank Group to the extent that such liabilities could have been incurred by such Loan Party directly without breaching this Agreement; or
(vi) by a Loan Party in respect of the liabilities of any other member of the Bank Group which is not a Loan Party provided that that other member of the Bank Group must become an Additional Guarantor in accordance with Section 10.21(c) within 30 days of the granting of the guarantee made pursuant to this paragraph (vi);
(g) to the extent that the same constitute Permitted Payments or a Permitted Disposition (not being a Permitted Disposition of cash or Cash Equivalents);
(h) loans, the granting of credit, guarantees and other transactions having the effect of lending money (each a “Lending Transaction”) from a member of the Bank Group, in connection with an acquisition by that member which is permitted under Section 7.02, to the relevant person being acquired or one or more of its Subsidiaries, provided that:
(i) no Lending Transaction may have a term longer than 12 months (including any extensions or refinancings of the original Lending Transaction); and
(ii) the Existing Loans aggregate outstanding principal amount of all Lending Transactions (which principal amount shall be deemed to be no longer outstanding for this purpose at the time the beneficiary of the relevant Lending Transaction becomes a member of the Bank Group upon completion of the relevant acquisition, provided such Lending Transaction was made to or in favor of the person acquired or its Subsidiaries) shall not exceed $25,000,000 at any time;
(i) Lending Transactions from a member of the Bank Group to any Person of the proceeds of equity subscribed by any Restricted Person in, or Subordinated Funding provided to, such member (other than any such proceeds which are otherwise applied in mandatory prepayment of any or all Facilities under this Agreement); and
(j) any loans made or credit granted pursuant to binding commitments in effect on the Closing Date (each an “Investment”) together with any extension, modification, replacement, renewal or reinvestment of any Investment provided that the aggregate principal amount outstanding thereunder may not be increased from that existing at the Original Execution Closing Date in reliance on this paragraph except (cA) as required by the terms of such Investment as in existence on the Closing Date (except with respect to including as a result of the accrual or capitalisation accretion of interest)interest or original issue discount or the issuance of pay-in-kind securities) or (B) as otherwise permitted under this Agreement;
(dk) any loans or credit granted:
(i) by a member of the Bank Group to another member of the Bank Group;in accordance with Section 7.02; and
(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”;
(el) 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 Bank Group, provided that the aggregate principal amount of all such loans shall not at any time exceed £10 million $5,000,000 (or its equivalent in other currencies);
(fm) any loan made by a member of the Bank Group pursuant to either an Asset Passthrough or a Funding Passthrough;
(gn) any loan made by a member of the Bank Group to a member of the Wider 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 indenture trustee for any Senior Unsecured Notes;
(ii) to make equivalent payments to those specified in paragraph clause (i) above in respect of any High Yield Refinancings or in respect of any Additional High Yield NotesSenior Unsecured Refinancing;
(iii) to make payments under the Senior Secured Notes Documents;; or
(iv) provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, to fund Permitted Payments; or
(v) at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited by the HYD Intercreditor Agreement, the Group Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement;
(ho) credit granted by any member of the Bank Group to a member of the Wider Group, where the Indebtedness outstanding thereunder relates to Intra-Group Services in the ordinary course of business;
(ip) any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition of such membership interest is permitted under Clause 25.13 (Acquisitions and Investments)Section 7.02;
(j) any guarantee given by a member of the Bank Group in respect of or constituted by any Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness) or Clause 25.10 (Transactions with Affiliates) or other obligation not restricted by the terms of the Relevant Finance Documents, of another member of the Bank Group;
(k) any guarantees arising under the Relevant Finance Documents;
(lq) any customary title guarantee given in connection with the assignment of leases where such assignment is permitted under Clause 25.6 (Disposals)Section 7.05;
(m) any guarantees or similar undertakings granted by any member of the Bank Group in favour of H.M. Revenue & Customs in respect of any obligations of Virgin Media (UK) Group, Inc. in respect of UK tax in order to facilitate the winding up of Virgin Media (UK) Group, Inc. provided that the Facility Agent shall have first received confirmation from the Company that based on discussions with H.M. Revenue & Customs and the Company’s reasonable assumptions, the Company does not believe that the liability under such guarantee will exceed £15 million (such confirmation to be supported by a letter from the Company’s auditors for the time being, confirming that based on the Company’s calculations of such tax liability the Company’s confirmation is a reasonable assessment of such tax liability);
(nr) any loan granted as a result of a Subscriber being allowed terms, in the ordinary course of trade, whereby it does not have to pay for the services provided to it for a period after the provision of such services;
(os) a loan made or a credit granted to a Joint Venture to the extent permitted under paragraph (d) of Clause 25.9 (Joint Ventures)Section 7.02;
(pt) any loans made under or guarantees relating to Excess Capacity Network Services provided that the terms price payable to any member of the Screenshop Intra-Bank Group Loan Agreementin relation to such Excess Capacity Network Services is no less than the Cost incurred by the relevant member of the Bank Group in providing such Excess Capacity Network Services;
(q) the BBC Guarantees;
(ru) liquidity loans of a type which is customary for asset securitisation programmes securitization programs or other receivables factoring transactions, provided in connection with any asset securitisation programme securitization program or receivables factoring transaction otherwise permitted by Clause 25.6(j) (Disposals); andSection 7.05;
(sv) any counter guarantee issued by a bank or other financial institution in relation to any rental guarantee;
(w) guarantees given to landlords;
(x) guarantees given by persons or undertakings acquired pursuant to a Permitted Acquisition other than in respect of Permitted Indebtedness;
(y) any deferred consideration on Permitted Disposition up to 25% of the sale consideration;
(z) guarantees given by a Loan Party or member of the Bank Group in respect of the liabilities of the borrower under the First Lien Credit Agreement, including any additional facilities and debt that is permitted to be incurred hereunder;
(aa) any Permitted Transaction; or
(bb) loans made, credit granted or guarantees given by any member of the Bank Group not falling within paragraphs (a) to (raa) above, in an aggregate amount not exceeding £100 million the greater of $50,000,000 (or its equivalent in other currencies) outstanding at any time; and 2.0% of Total Assets.
Appears in 1 contract
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 Groupmake any loans, grant any loan or credit or give any guarantee or indemnity (except as required or permitted hereby (including pursuant to Clause 20.6 (RESTRICTIONS ON PAYMENTS)) or permitted or required pursuant to the Senior Facility Documents (in the form existing as at the date of this Agreement)) to or for the benefit of any such case person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of Financial Indebtedness, any obligation of any other person other than:
(a) loans made, or credit granted, by a Senior Obligor to another Senior Obligor;
(b) credit granted by any extension Operating Company in the ordinary course of trade credit or guarantees, bonds or indemnities granted its business consistent with good practice in the cable television industry;
(c) investments made 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 by way of the Bank Group loan and 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 exist at the Original Execution Date in reliance on this paragraph (c) (except with respect to accrual or capitalisation of interest)Closing Date;
(d) any loans guarantee or credit granted:
(i) indemnity granted by a member of the Bank Group to another member in respect of obligations permitted by the Bank Group;
(ii) terms hereof of a Senior Obligor or any guarantee or indemnity granted by a member of the Bank Group to who is not a Senior Obligor in respect of obligations permitted by the relevant terms hereof of another 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 who is not 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 NotesObligor;
(e) any loans made by any a member of the Bank Group to its employees either:
(i) in the ordinary course of its employees’ employment; or
(ii) ' employment up to fund the exercise of share options or the purchase of capital stock by its employees, directors, officers or consultants an aggregate amount in respect of the Group, provided that the aggregate principal amount Group as a whole of all such loans shall not at any time exceed £10 million (EURO 100,000 or its equivalent credit in other currencies)respect of employee share schemes which have no cash impact;
(f) any loan loans made or credit granted by a member of the Bank Group pursuant who is not a Senior Obligor to either an Asset Passthrough or another member of the Group who is not a Funding Passthrough;Senior Obligor; and
(g) any loan made subordinated debt lent by a member of the Bank Group which is not a Senior Obligor to a member of the GroupSenior Obligor, 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 make payments under the Senior Secured Notes Documents;
(iv) provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, to fund Permitted Payments; or
(v) at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited by the HYD Intercreditor Agreement, the Group Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement;
(h) credit granted by any member of the Bank Group to a member of the Group, where the Indebtedness outstanding thereunder relates to Intra-Group Services in the ordinary course of business;
(i) any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition of such membership interest is permitted under Clause 25.13 (Acquisitions and Investments);
(j) any guarantee given by a member of the Bank Group in respect of or constituted by any Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness) or Clause 25.10 (Transactions with Affiliates) or other obligation not restricted by the terms of the Relevant Finance Documents, of another member of the Bank Group;
(k) any guarantees arising under the Relevant Finance Documents;
(l) any customary title guarantee given in connection with the assignment of leases where such assignment is permitted under Clause 25.6 (Disposals);
(m) any guarantees or similar undertakings granted by any member of the Bank Group in favour of H.M. Revenue & Customs in respect of any obligations of Virgin Media (UK) Group, Inc. in respect of UK tax in order to facilitate the winding up of Virgin Media (UK) Group, Inc. provided that the Facility Agent shall have first received confirmation from the Company that based on discussions with H.M. Revenue & Customs and the Company’s reasonable assumptions, the Company does not believe that the liability under such guarantee will exceed £15 million (such confirmation to be supported by a letter from the Company’s auditors for the time being, confirming that based on the Company’s calculations of such tax liability the Company’s confirmation is a reasonable assessment of such tax liability);
(n) any loan granted as a result of a Subscriber being allowed termsthat, in the ordinary course case of tradePMG, whereby it does shall not have to pay for the services provided to it for a period after the provision of such services;
(o) a loan made or a credit granted to a Joint Venture to the extent permitted under paragraph (d) of Clause 25.9 (Joint Ventures);
(p) do any loans made under the terms of the Screenshop Intra-Group Loan Agreement;
(q) the BBC Guarantees;
(r) liquidity loans of a type which is customary for asset securitisation programmes or above other receivables factoring transactions, provided in connection with any asset securitisation programme or receivables factoring transaction otherwise than as permitted by Clause 25.6(j) (Disposals); and
(s) loans made, credit granted or guarantees given by any member of the Bank Group not falling within paragraphs (a), (c) to and (r) above, in an aggregate amount not exceeding £100 million (or its equivalent in other currencies) outstanding at any timee).
Appears in 1 contract
Loans and Guarantees. No Subject to Clause 25.1 (Undertakings with respect to the Broadcast Business), no Obligor shall (and the Company Borrower 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 guarantees 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 Loans, provided that the aggregate principal amount outstanding thereunder may not be increased from that existing at the Original Execution Date date of this Agreement 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 which is not an Obligor to another member an Obligor by way of the Bank GroupSubordinated Funding;
(ii) by one Obligor to another Obligor; or
(iii) by a member of the Bank Group which is not an Obligor to the relevant any other member of the Bank 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 which is not an issuance of Senior Secured NotesObligor;
(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 2.5 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 make payments under the Senior Secured Notes Documents;
(iv) provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, to fund Permitted Payments; or
(viii) at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited permitted by the HYD Intercreditor Agreement, Agreement or the Group Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement;
(h) credit granted by any member of the Bank Group to a member of the Group or the Broadcast Group, where the Indebtedness outstanding thereunder relates to Intra-Group Services in provided that where such credit relates to services falling within paragraphs (b) or (c) of the ordinary course definition of businessIntra-Group Services the settlement of any such credit estimated by the Borrower to be owed by members of the Group which are not Obligors (other than members of the Diamond Sub-Group or the Triangle Sub-Group) shall take place no later than the first Business Day falling 45 days after the end of each Financial Quarter provided that any such settlement may occur by way of set-off and further provided that any overpayment or underpayment arising as a result of the settlement of all such credit may be returned to the overpaying party or paid by the underpaying party (and any credit or Financial Indebtedness arising as a result of such overpayment or underpayment pending repayment to the overpaying party or payment by the underpaying party is hereby permitted);
(i) following an Integrated Merger Event, any guarantee given by a member of the Target Group or the Bank Group in respect of Financial Indebtedness permitted under paragraph (d) of Clause 25.4 (Financial Indebtedness);
(j) any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition of such membership interest is permitted under Clause 25.13 25.14 (Acquisitions and Investments);
(jk) any guarantee given by a member of the Bank Group in respect of or constituted by any Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness) or Clause 25.10 (Transactions with Affiliates) ), or other obligation not restricted by the terms of the Relevant Finance Documents, of another member of the Bank Group;
(k) any guarantees arising under the Relevant Finance Documents;
(l) any customary title guarantee given in connection with the assignment of leases where such assignment is permitted under Clause 25.6 (Disposals);
(m) any performance guarantees not relating to borrowed monies, granted by any member of the Core Group at any time prior to the Closing Date in respect of the obligations of any member of the Broadcast Group;
(n) any guarantees or similar undertakings granted by any member of the Bank Group in favour of H.M. the Inland Revenue & Customs in respect of any obligations of Virgin Media NTL (UK) Group, Inc. in respect of UK tax in order to facilitate the winding up of Virgin Media NTL (UK) Group, Inc. provided that the Facility Agent shall have first received confirmation from the Company Borrower that based on discussions with H.M. the Inland Revenue & Customs and the CompanyBorrower’s reasonable assumptions, the Company Borrower does not believe that the liability under such guarantee will exceed £15 10 million (such confirmation to be supported by a letter from the CompanyBorrower’s auditors for the time being, confirming that based on the CompanyBorrower’s calculations of such tax liability the CompanyBorrower’s confirmation is a reasonable assessment of such tax liability);
(no) any loan granted or credit (i) which has arisen in consideration of the transfer by any member of the Core Group to any member of the Broadcast Group of Designated Broadcast Assets where such transfer has been made in accordance with the Separation Memorandum, (ii) which is made to any member of the Broadcast Group but which is not recorded as an asset of the Core Group in any financial information delivered in respect of the Bank Group pursuant to Clause 22.1(d) and (e) (Financial Statements) or (iii) loans made to any person (other than a result member of a Subscriber being allowed terms, in the ordinary course of trade, whereby it does not have to pay for Bank Group) from monies generated from the services provided to it for a period after the provision of such services;
(o) a loan made or a credit granted to a Joint Venture to the extent permitted under paragraph (d) of Clause 25.9 (Joint Ventures);Broadcast Group; or
(p) any loans made under the terms of the Screenshop Intra-Group Loan Agreement;
(q) the BBC Guarantees;
(r) liquidity loans of a type which is customary for asset securitisation programmes or other receivables factoring transactions, provided in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j) (Disposals); and
(s) loans made, credit granted or guarantees given by any member of the Bank Group not falling within paragraphs (a) to (ro) above, in an aggregate amount not exceeding £100 20 million (or its equivalent in other currencies), provided that notwithstanding any of the foregoing, the Borrower shall not grant any guarantee in respect of the Financial Indebtedness of any person other than as expressly provided in paragraphs (a), (d) outstanding at any timeand (e) of Clause 25.4 (Financial Indebtedness).
Appears in 1 contract
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 which is not an Obligor to an Obligor by way of Subordinated Funding;
(ii) by one Obligor to another Obligor;
(iii) by a member of the Bank GroupGroup which is not an Obligor to any other member of the Bank Group which is not an Obligor;
(iiiv) 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;
(iiiv) in accordance with Clause 25.9 (Joint Ventures); or
(ivvi) 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 make payments under the Senior Secured Notes Documents;
(iv) provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, to fund Permitted Payments; or
(v) at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited by the HYD Intercreditor Agreement, the Group Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement;
(h) credit granted by any member of the Bank Group to a member of the Group, where the Indebtedness outstanding thereunder relates to Intra-Group Services in the ordinary course of business;
(i) any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition of such membership interest is permitted under Clause 25.13 (Acquisitions and Investments);
(j) any guarantee given by a member of the Bank Group in respect of or constituted by any Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness) or Clause 25.10 (Transactions with Affiliates) or other obligation not restricted by the terms of the Relevant Finance Documents, of another member of the Bank Group;
(k) any guarantees arising under the Relevant Finance Documents;
(l) any customary title guarantee given in connection with the assignment of leases where such assignment is permitted under Clause 25.6 (Disposals);
(m) any guarantees or similar undertakings granted by any member of the Bank Group in favour of H.M. Revenue & Customs in respect of any obligations of Virgin Media (UK) Group, Inc. in respect of UK tax in order to facilitate the winding up of Virgin Media (UK) Group, Inc. provided that the Facility Agent shall have first received confirmation from the Company that based on discussions with H.M. Revenue & Customs and the Company’s reasonable assumptions, the Company does not believe that the liability under such guarantee will exceed £15 million (such confirmation to be supported by a letter from the Company’s auditors for the time being, confirming that based on the Company’s calculations of such tax liability the Company’s confirmation is a reasonable assessment of such tax liability);
(n) any loan granted as a result of a Subscriber being allowed terms, in the ordinary course of trade, whereby it does not have to pay for the services provided to it for a period after the provision of such services;
(o) a loan made or a credit granted to a Joint Venture to the extent permitted under paragraph (d) of Clause 25.9 (Joint Ventures);
(p) any loans made under the terms of the Screenshop Intra-Group Loan Agreement;
(q) the BBC Guarantees;
(r) liquidity loans of a type which is customary for asset securitisation programmes or other receivables factoring transactions, provided in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j) (Disposals); and
(s) loans made, credit granted or guarantees given by any member of the Bank Group not falling within paragraphs (a) to (r) above, in an aggregate amount not exceeding £100 million (or its equivalent in other currencies) outstanding at any time.
Appears in 1 contract
Loans and Guarantees. No Obligor shall (Without the prior consent of the Required Lenders, each Loan Party will not, and the Company shall procure that no will not permit any member of the Bank Group shall)to, without the prior written consent of an Instructing Groupmake any loans, grant any loan or credit or give any guarantee in guarantee, to or for the benefit of, or enter into any such case in respect transaction having the effect of Financial Indebtednesslending money to, any person, other than:
(a) any extension loans from a member of trade credit the Bank Group to another member of the Bank Group or guarantees, bonds or indemnities granted in loan notes issued by one member of the ordinary course Bank Group and held by another member of business on usual and customary termsthe Bank Group;
(b) any credit given by a member of the Bank Group to another member of the Bank Group which arises by reason of cash-cash pooling, set-set off or other cash management arrangement arrangements of the Bank Group or by reason of other credits relating to services performed or allocation of expenses;
(c) any guarantee given by a member of the Bank Group in relation to cash pooling or other cash management arrangements of the Bank Group;
(cd) as permitted by Section 7.03;
(e) normal trade credit in the ordinary course of business;
(f) guarantees given:
(i) under the Senior Secured Loan Documents;
(ii) by any Loan Party in respect of the liabilities of another Loan Party;
(iii) by a member of the Bank Group in respect of the liabilities of a Loan Party; or
(iv) by a member of the Bank Group (which is not a Loan Party) in respect of the liabilities of another member of the Bank Group (which is not a Loan Party);
(v) by a Loan Party in respect of the liabilities of any other member of the Bank Group to the extent that such liabilities could have been incurred by such Loan Party directly without breaching this Agreement; or
(vi) by a Loan Party in respect of the liabilities of any other member of the Bank Group which is not a Loan Party provided that that other member of the Bank Group must become an Additional Guarantor in accordance with Section 10.21(c) within 30 days of the granting of the guarantee made pursuant to this paragraph (vi);
(g) to the extent that the same constitute Permitted Payments or a Permitted Disposition (not being a Permitted Disposition of cash or Cash Equivalents);
(h) loans, the granting of credit, guarantees and other transactions having the effect of lending money (each a “Lending Transaction”) from a member of the Bank Group, in connection with an acquisition by that member which is permitted under Section 7.02, to the relevant person being acquired or one or more of its Subsidiaries, provided that:
(i) no Lending Transaction may have a term longer than 12 months (including any extensions or refinancings of the original Lending Transaction); and
(ii) the Existing Loans aggregate outstanding principal amount of all Lending Transactions (which principal amount shall be deemed to be no longer outstanding for this purpose at the time the beneficiary of the relevant Lending Transaction becomes a member of the Bank Group upon completion of the relevant acquisition, provided such Lending Transaction was made to or in favor of the person acquired or its Subsidiaries) shall not exceed $25,000,000 at any time;
(i) Lending Transactions from a member of the Bank Group to any Person of the proceeds of equity subscribed by any Restricted Person in, or Subordinated Funding provided to, such member (other than any such proceeds which are otherwise applied in mandatory prepayment of any or all Facilities under this Agreement); and
(j) any loans made or credit granted pursuant to binding commitments in effect on the Closing Date (each an “Investment”) together with any extension, modification, replacement, renewal or reinvestment of any Investment provided that the aggregate principal amount outstanding thereunder may not be increased from that existing at the Original Execution Closing Date in reliance on this paragraph except (cA) as required by the terms of such Investment as in existence on the Closing Date (except with respect to including as a result of the accrual or capitalisation accretion of interest)interest or original issue discount or the issuance of pay-in-kind securities) or (B) as otherwise permitted under this Agreement;
(dk) any loans or credit granted:
(i) by a member of the Bank Group to another member of the Bank Group;in accordance with Section 7.02; and
(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”;
(el) 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 Bank Group, provided that the aggregate principal amount of all such loans shall not at any time exceed £10 million $5,000,000 (or its equivalent in other currencies);
(fm) any loan made by a member of the Bank Group pursuant to either an Asset Passthrough or a Funding Passthrough;
(gn) any loan made by a member of the Bank Group to a member of the Wider 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 indenture trustee for any Senior Unsecured Notes;
(ii) to make equivalent payments to those specified in paragraph clause (i) above in respect of any High Yield Refinancings or in respect of any Additional High Yield NotesSenior Unsecured Refinancing;
(iii) to make payments under the Senior Secured Notes Documents;; or
(iv) provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, to fund Permitted Payments; or
(v) at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited by the HYD Intercreditor Agreement, the Group Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement;
(ho) credit granted by any member of the Bank Group to a member of the Wider Group, where the Indebtedness outstanding thereunder relates to Intra-Group Services in the ordinary course of business;
(ip) any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition of such membership interest is permitted under Clause 25.13 (Acquisitions and Investments)Section 7.02;
(j) any guarantee given by a member of the Bank Group in respect of or constituted by any Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness) or Clause 25.10 (Transactions with Affiliates) or other obligation not restricted by the terms of the Relevant Finance Documents, of another member of the Bank Group;
(k) any guarantees arising under the Relevant Finance Documents;
(lq) any customary title guarantee given in connection with the assignment of leases where such assignment is permitted under Clause 25.6 (Disposals)Section 7.05;
(m) any guarantees or similar undertakings granted by any member of the Bank Group in favour of H.M. Revenue & Customs in respect of any obligations of Virgin Media (UK) Group, Inc. in respect of UK tax in order to facilitate the winding up of Virgin Media (UK) Group, Inc. provided that the Facility Agent shall have first received confirmation from the Company that based on discussions with H.M. Revenue & Customs and the Company’s reasonable assumptions, the Company does not believe that the liability under such guarantee will exceed £15 million (such confirmation to be supported by a letter from the Company’s auditors for the time being, confirming that based on the Company’s calculations of such tax liability the Company’s confirmation is a reasonable assessment of such tax liability);
(nr) any loan granted as a result of a Subscriber being allowed terms, in the ordinary course of trade, whereby it does not have to pay for the services provided to it for a period after the provision of such services;
(os) a loan made or a credit granted to a Joint Venture to the extent permitted under paragraph (d) of Clause 25.9 (Joint Ventures)Section 7.02;
(pt) any loans made under or guarantees relating to Excess Capacity Network Services provided that the terms price payable to any member of the Screenshop Intra-Bank Group Loan Agreementin relation to such Excess Capacity Network Services is no less than the Cost incurred by the relevant member of the Bank Group in providing such Excess Capacity Network Services;
(q) the BBC Guarantees;
(ru) liquidity loans of a type which is customary for asset securitisation programmes securitization programs or other receivables factoring transactions, provided in connection with any asset securitisation programme securitization program or receivables factoring transaction otherwise permitted by Clause 25.6(j) (Disposals); andSection 7.05;
(sv) any counter guarantee issued by a bank or other financial institution in relation to any rental guarantee;
(w) guarantees given to landlords;
(x) guarantees given by persons or undertakings acquired pursuant to a Permitted Acquisition other than in respect of Permitted Indebtedness;
(y) any deferred consideration on Permitted Dispositions up to 25% of the sale consideration;
(z) guarantees given by a Loan Party or member of the Bank Group in respect of the liabilities of the borrower under the Second Lien Credit Agreement, including any additional facilities and debt that is permitted to be incurred hereunder;
(aa) any Permitted Transaction; or
(bb) loans made, credit granted or guarantees given by any member of the Bank Group not falling within paragraphs (a) to (raa) above, in an aggregate amount not exceeding £100 million the greater of $50,000,000 (or its equivalent in other currencies) outstanding at any time; and 2.0% of Total Assets.
Appears in 1 contract
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 which is not an Obligor to an Obligor by way of Subordinated Funding;
(ii) by one Obligor to another Obligor;
(iii) by a member of the Bank Group;Group which is not an Obligor to any other member of the Bank Group which is not an Obligor; or
(iiiv) 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;
(iiiv) in accordance with Clause 25.9 (Joint Ventures); or;
(ivvi) by a SSN Finance Subsidiary as contemplated in the definition of “SSN Finance Subsidiary” or US Borrower pursuant to 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 the High Yield Trustee in respect of any High Yield Refinancings or Trustee Amounts (as such terms are defined in the HYD Intercreditor Agreement) in respect of any Additional the New High Yield Notes;
(iii) to make equivalent payments under the Senior Secured Notes Documentsto those specified in paragraphs (i) and (ii) above in respect of any High Yield Refinancings;
(iv) provided that no Event of Default has occurred and is continuing or is likely to occur as a result thereof, thereof to fund Permitted Payments; or
(v) at any time after the occurrence of an Event of Default, to fund Permitted Payments to the extent not prohibited by the HYD Intercreditor Agreement, the Group Intercreditor Agreement or a Supplemental HYD Intercreditor Agreementany other applicable intercreditor agreement;
(h) credit granted by any member of the Bank Group to a member of the Group, where the Indebtedness outstanding thereunder relates to Intra-Group Services in provided that where such credit relates to services falling within sub-paragraphs (c)(i) and (c)(iii) of the ordinary course definition of businessIntra-Group Services the settlement of any such credit estimated by the Borrower to be owed by members of the Group which are not Obligors shall take place no later than the first Business Day falling 60 days after the end of each Financial Quarter provided that any such settlement may occur by way of set-off and further provided that any overpayment or underpayment arising as a result of the settlement of all such credit may be returned to the overpaying party or paid by the underpaying party (and any credit or Financial Indebtedness arising as a result of such overpayment or underpayment pending repayment to the overpaying party or payment by the underpaying party is hereby permitted);
(i) any guarantee given in respect of membership interests in any company limited by guarantee where the acquisition of such membership interest is permitted under Clause 25.13 (Acquisitions and Investments);
(j) any guarantee given by a member of the Bank Group in respect of or constituted by any Financial Indebtedness permitted under Clause 25.4 (Financial Indebtedness) or Clause 25.10 (Transactions with Affiliates) or other obligation not restricted by the terms of the Relevant Finance Documents, of another member of the Bank Group;
(k) any guarantees arising under the Relevant Finance Documents (including any guarantees given in respect of an Alternative Baseball Financing) and any guarantee arising under the Bridge Finance Documents;
(l) any customary title guarantee given in connection with the assignment of leases where such assignment is permitted under Clause 25.6 (Disposals25.6(Disposals);
(m) any guarantees or similar undertakings granted by any member of the Bank Group in favour of H.M. the Inland Revenue & Customs in respect of any obligations of Virgin Media (UK) Group, Inc. (formerly known as NTL (UK) Group, Inc.) in respect of UK tax in order to facilitate the winding up of Virgin Media (UK) Group, Inc. (formerly known as NTL (UK) Group, Inc.) provided that the Facility Agent shall have first received confirmation from the Company that based on discussions with H.M. the Inland Revenue & Customs and the Company’s reasonable assumptions, the Company does not believe that the liability under such guarantee will exceed £15 million (such confirmation to be supported by a letter from the Company’s auditors for the time being, confirming that based on the Company’s calculations of such tax liability the Company’s confirmation is a reasonable assessment of such tax liability);
(n) any loan granted as a result of a Subscriber being allowed terms, in the ordinary course of trade, whereby it does not have to pay for the services provided to it for a period after the provision of such services;
(o) any loans or guarantees expressly contemplated under the Steps Paper;
(p) a loan made or a credit granted to a Joint Venture to the extent permitted under paragraph (d) of Clause 25.9 (Joint Ventures);
(pq) any loans made under the terms of the Screenshop Intra-Group Loan Agreement;
(qr) the BBC Guarantees;
(rs) in the event that the Company elects to proceed with an Option B Alternative Bridge Facility Refinancing, any loan made by the Company to the Parent from the proceeds of drawdown under the C Facility, to enable the Parent to repay, together with the proceeds of the applicable New High Yield Notes issued by it, all outstandings under the Alternative Bridge Facility Agreement;
(t) liquidity loans of a type which is customary for asset securitisation programmes or other receivables factoring transactions, provided in connection with any asset securitisation programme or receivables factoring transaction otherwise permitted by Clause 25.6(j25.6(i) (Disposals)of this Agreement; and
(su) loans made, credit granted or guarantees given by any member of the Bank Group not falling within paragraphs (a) to (rt) above, in an aggregate amount not exceeding £100 85 million (or its equivalent in other currencies) outstanding at any time).
Appears in 1 contract
Samples: Senior Facilities Agreement (Virgin Media Investment Holdings LTD)
