Common use of No Guarantees or indemnities Clause in Contracts

No Guarantees or indemnities. (a) Except as permitted under paragraphs (b) and (c) below, no Obligor shall (and the Company shall ensure that no other member of the Group will) without the prior written consent of the Facility Agent acting on the instructions of all Lenders incur or allow to remain outstanding any guarantee in respect of any obligation of any person . (b) Paragraph (a) does not apply to a guarantee which is: (i) any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of trade; (ii) in respect of the obligations of members of the Group which are Single Purpose Ship Owning Companies, subject to an aggregate total value of all such guarantees throughout the Group at any time of $25,000,000; or (iii) granted by Aegean Marine Petroleum Network Inc. in respect of any Bridge Financing which is expressly permitted pursuant to clause 24.18(a) (Financial Indebtedness). (c) An Obligor and/or other member of the Group shall be entitled to incur or allow to remain outstanding a guarantee in respect of the obligations of members of the Group which are Single Purpose Ship Owning Companies of an aggregate total of all such guarantees (throughout the Group at any time) in excess $25,000,000 with the prior written consent of the Facility Agent acting on the instructions of the Majority Lenders (such consent to be confirmed or declined within fifteen (15) Business Days of receipt by the Facility Agent of a request in writing by the Company). (d) To the extent the Facility Agent acting on the instructions of the Majority Lenders consents in writing to any guarantee pursuant to clause 24.17(c) (No Guarantees or indemnities) (including pursuant to the Consent Letters), then subject to any terms and conditions attached to such consent, the guarantee shall (unless the relevant consent expressly states to the contrary) not be considered to form part of the $25,000,000 referred to in paragraph (c) above (it shall be considered to have been consented to absolutely).

No Guarantees or indemnities. (a) Except as permitted under paragraphs paragraph (b) and (c) below, no Obligor shall (and the Company shall ensure that no other member of the Group will) without the prior written consent of the Facility Agent acting on the instructions of all Lenders incur or allow to remain outstanding any guarantee in respect of any obligation of any person person. (b) Paragraph (a) does not apply to a guarantee which is: (i) any existing guarantee at the Signing Date or, in respect of the Target, any existing guarantee at the Closing Date; (ii) an endorsement of negotiable instruments in the ordinary course of trade; (iii) any performance or similar bond guaranteeing performance by a member of the Group under any contract entered into in the ordinary course of tradetrade or in relation to the operation of the Material Fields, including any such guarantee entered into as a condition of any of the Material Contracts and Licences; (iiiv) in respect any guarantee of the obligations of members of the Group which are Single Purpose Ship Owning Companies, subject to an aggregate total value of all such guarantees throughout the Group at any time of $25,000,000; or Financial Indebtedness permitted under Clause 20.16 (iii) granted by Aegean Marine Petroleum Network Inc. in respect of any Bridge Financing which is expressly permitted pursuant to clause 24.18(a) (Other Financial Indebtedness).; (cv) An Obligor and/or other member any guarantee or indemnity given in the ordinary course of the Group shall be entitled documentation of a disposal transaction which is permitted under Clause 20.7 (Assets), Clause 20.13 (Disposals) or an acquisition transaction, which guarantee or indemnity is in a customary form and subject to incur or allow to remain outstanding customary limitations; (vi) arising under the Finance Documents; (vii) arising in the ordinary course of trading on arm's length terms; and/or (viii) a guarantee which guarantees liabilities which, when aggregated with the liabilities guaranteed by any other guarantees not permitted under paragraphs (i) to (vii) above, shall not exceed guarantees liabilities in respect an amount of the obligations of members of the Group which are Single Purpose Ship Owning Companies of an aggregate total of all such guarantees $10,000,000 (throughout the Group or its equivalent in one or more currencies) at any time) in excess $25,000,000 with the prior written consent of the Facility Agent acting on the instructions of the Majority Lenders (such consent to be confirmed or declined within fifteen (15) Business Days of receipt by the Facility Agent of a request in writing by the Company). (d) To the extent the Facility Agent acting on the instructions of the Majority Lenders consents in writing to any guarantee pursuant to clause 24.17(c) (No Guarantees or indemnities) (including pursuant to the Consent Letters), then subject to any terms and conditions attached to such consent, the guarantee shall (unless the relevant consent expressly states to the contrary) not be considered to form part of the $25,000,000 referred to in paragraph (c) above (it shall be considered to have been consented to absolutely).

No Guarantees or indemnities. (a) Except as permitted under paragraphs paragraph (b) and (c) below, no Obligor shall (will, and the Company shall ensure each Obligor will procure that no other member none of the Group its Subsidiaries will) without the prior written consent of the Facility Agent acting on the instructions of all Lenders incur , grant or allow agree to remain outstanding grant or permit to subsist any guarantee in respect of any obligation of any person Financial Indebtedness. (b) Paragraph (a) above does not apply to a guarantee which isto: (i) any unsecured guarantees, indemnities or performance or similar bond guaranteeing performance by a member of the Group under any contract entered into bonds given in the ordinary course of tradetrading activities in respect of obligations of the Company or any of its wholly owned Subsidiaries; (ii) guarantees contained in respect or granted pursuant to any of the obligations of members of the Group which are Single Purpose Ship Owning Companies, subject to an aggregate total value of all such guarantees throughout the Group at any time of $25,000,000; orFinance Documents; (iii) granted by Aegean Marine Petroleum Network Inc. guarantees permitted under Clause 24.18 (Joint ventures); (iv) guarantees of: (A) any Non-Obligor in respect of obligations or Financial Indebtedness of another Non-Obligor; (B) any Bridge Financing which member of the Group in respect of obligations or Financial Indebtedness of an Obligor; and (C) any Obligor in respect of (aa) Financial Indebtedness falling within paragraph (f) of the definition thereof and (bb) indebtedness arising under local working capital facilities, in each case, to the extent such Financial Indebtedness is expressly permitted pursuant to clause 24.18(abe incurred under this Agreement; (v) guarantees made in substitution for a subscription for share capital to the extent that the issue of such share capital would be permitted under paragraph (a)(iv) of Clause 24.27 (Share Capital); (vi) guarantees made in substitution for an extension of credit permitted under paragraph (b) of Clause 24.15 (Loans or credit) to the extent that the issuer of the relevant guarantee would have been entitled to make a loan in an equivalent amount under paragraph (b) of Clause 24.15 (Loans or credit) to the person whose obligations are being guaranteed; (vii) any guarantees existing at the Closing Date until the date falling 90 days after the Closing Date; (viii) any guarantee provided as part of the cash pooling, net balance or balance transfer arrangements permitted under Clause 24.14 (Financial Indebtedness).; and (cix) An Obligor and/or any other member of guarantees the Group shall be entitled to incur contingent liability under which does not exceed €15,000,000 (or allow to remain outstanding a guarantee its currency equivalent) in respect of the obligations of aggregate for all members of the Group which are Single Purpose Ship Owning Companies of an aggregate total of all such guarantees (throughout the Group at any time) in excess $25,000,000 with the prior written consent of the Facility Agent acting on the instructions of the Majority Lenders (such consent to be confirmed or declined within fifteen (15) Business Days of receipt by the Facility Agent of a request in writing by the Company). (d) To the extent the Facility Agent acting on the instructions of the Majority Lenders consents in writing to any guarantee pursuant to clause 24.17(c) (No Guarantees or indemnities) (including pursuant to the Consent Letters), then subject to any terms and conditions attached to such consent, the guarantee shall (unless the relevant consent expressly states to the contrary) not be considered to form part of the $25,000,000 referred to in paragraph (c) above (it shall be considered to have been consented to absolutely).