Permitted Financial Debt. Incur, assume or permit to exist any Financial Debt except:
(i) the Loan;
(ii) subordinated Financial Debt or Shareholder Loans; and
(iii) up to $5,000,000 at any time for working capital purposes or export credit financing;
Permitted Financial Debt. Incur, assume or permit to exist any Financial Debt other than:
(i) the Senior Loans;
(ii) Financial Debt in the form of a convertible notes entered into between the Borrower and equity investors, so long as each such convertible note: (a) has an original term of no more than eighteen (18) months; and (b) is mandatorily convertible into Share Capital at the conclusion of such term;
(iii) Financial Debt incurred in respect of the Warehouse Leases;
(iv) until December 31, 2024: CONFIDENTIAL
(a) Financial Debt incurred in respect of leases of refrigerators and racks, in an aggregate amount outstanding at any one time not to exceed three million five hundred thousand Dollars ($3,500,000) or the equivalent thereof in any other currency; and
(b) Financial Debt incurred under working capital lines of credit secured by Cash accounts, in an aggregate amount outstanding at any one time not to exceed two million Dollars ($2,000,000) or the equivalent thereof in any other currency; and
(v) after December 31, 2024, Financial Debt so long as the Borrower remains in compliance with Section 5.1.13 (Financial Covenants) before and after the incurrence of such Financial Debt. For the avoidance of doubt, this Section 5.2.12 (1) does not modify, and is without prejudice to the compliance obligations in respect of, the Financial Covenants and (2) does not apply to trade accounts in the ordinary course of business payable within ninety (90) days.
Permitted Financial Debt. Incur or assume any Financial Debt except:
(i) the Loan;
(ii) existing Financial Debt listed on Annex D;
(iii) short term (with a maturity of not more than 12 months) unsecured Financial Debt if, immediately after giving effect to the incurrence or assumption thereof, the Borrower and its Subsidiaries comply with the following ratios, calculated pursuant to 5.01(m) (Affirmative Covenants) on a Pro Forma Basis:
(A) an Interest Coverage Ratio of not less than 3.0; and
(B) a Net Debt to EBITDA Ratio of not more than 2.5; provided, that the amount of such short term unsecured Financial Debt denominated in Dollars in the aggregate outstanding at any time shall not exceed an amount equal to the greater of 10% of the total Financial Debt and $250,000,000; provided further, that the cap set forth in the preceding proviso shall not apply to any such short term unsecured Financial Debt that is incurred or assumed in Pesos (for the avoidance of doubt, compliance with the foregoing ratios calculated in accordance with 5.01(m) on a Pro Forma Basis shall apply with respect to all short term unsecured Financial Debt regardless that it is denominated in Dollars or Pesos);
(iv) other Financial Debt of the Borrower and its Subsidiaries incurred or assumed after the date hereof if, immediately after giving effect to the incurrence or assumption thereof, the Borrower and its Subsidiaries comply with the following ratios, calculated pursuant to Section 5.01(m) on a Pro Forma Basis:
(A) an Interest Coverage Ratio of not less than 3.0; and
(B) a Net Debt to EBITDA Ratio of not more than 2.5; and
(v) Permitted Refinancing Debt in respect of Financial Debt otherwise permitted under this Section 5.02(c);
Permitted Financial Debt. Incur, assume or permit to exist any Financial Debt except the Loan.
Permitted Financial Debt. Incur, assume or permit to exist any Financial Debt except:
(i) the Loan;
(ii) the Financial Debt set forth on Annex D;
(iii) the Existing Guarantees set forth on Annex L;
(iv) intercompany Financial Debt between or among the Obligors and any of their wholly-owned Subsidiaries; provided, however, that:
(A) if an Obligor is the obligor on such Financial Debt, such Financial Debt must be (1) expressly subordinated to the prior payment in full in Cash of all obligations with respect to the Loans and (2) pledged or assigned to IFC as part of the IFC Security, in each case on terms and pursuant to documentation satisfactory to IFC; and
(B) (x) any subsequent issuance or transfer of any equity interest in a wholly-owned Subsidiary thereof that results in any such Financial Debt being held by a Person other than an Obligor or a wholly-owned Subsidiary thereof and (y) any sale or other transfer of any such Financial Debt to a Person that is not either an Obligor or a wholly-owned Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Financial Debt by such Obligor or such Subsidiary, as the case may be, that was not permitted by this clause (iii);
(v) Permitted Refinancing Debt incurred by an Obligor or any of its Subsidiaries in exchange for, or the net proceeds of which are used to refund, refinance or replace, Financial Debt (other than intercompany Financial Debt) otherwise permitted by this Agreement; and
(vi) Financial Debt of an Obligor and its Subsidiaries if, after giving effect to the incurrence thereof, (A) the Obligors are in compliance with all financial covenants set forth in Section 5.01(n) and (o), (B) the Peak Debt Service Coverage Ratio of the Borrower is not less than 1.4 to 1.0 and (C) the Dollar Debt Service to Exports Ratio of the Borrower is not less than 1.0 to 1.0, in each case as certified by the chief financial officer of each Obligor;
Permitted Financial Debt. Incur, assume or permit to exist any Financial Debt except for any of the following:
(i) Financial Debt incurred, assumed or outstanding at or before the Effective Date and/or under and pursuant to the RMB Financings;
(ii) intercompany Financial Debt between or among the Borrower, the Co-Borrowers and any of their respective Subsidiaries and the VIEs; provided, however, that if the Borrower and Co-Borrowers are the obligors on such Financial Debt, such Financial Debt:
(A) must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Loans in payment and liquidation on terms acceptable to the Lenders;
(B) must be pledged or assigned to the Lenders as part of the IFC Security; and
(C) shall be subject to other limitations and requirements as requested by the Lenders and agreed to by the Borrower, in each case on terms and pursuant to documentation satisfactory to the Required Lenders;
(iii) Financial Debt of the Obligors and their respective Subsidiaries if the Borrower has received consent from the Required Lenders to incur such Financial Debt; and
(iv) Financial Debt pursuant to a $5,000,000 loan agreement between the Borrower and the Original Lender dated on or about the Effective Date;
Permitted Financial Debt. No Obligor shall incur, assume or permit to exist any Financial Debt except:
(i) the Loans;
(ii) the Existing Convertible Senior Notes;
(iii) other debt to any other Obligor;
(iv) on or prior to the earlier of (i) February 28, 2007, and (ii) the date of the making of the first A Loan, Financial Debt under the Texas Facility which does not exceed, in the aggregate, six million Dollars ($6,000,000);
(v) on or prior to the earlier of (i) February 28, 2007, and (ii) the date of the making of the first A Loan, Financial Debt under the NATIXIS Facility which does not exceed, in the aggregate, eleven million Dollars ($11,000,000);
(vi) short-term unsecured Financial Debt incurred in the ordinary course of business in an aggregate amount which does not exceed two million Dollars ($2,000,000); and
(vii) non-speculative hedging programs permitted under Section 6.02(e).
Permitted Financial Debt. Incur, assume or permit to exist any Financial Debt except for any of the following:
(i) existing Financial Debt;
(ii) intercompany Financial Debt between or among the Borrower, the Co-Borrowers and any of their respective Subsidiaries and the VIEs; provided, however, that if the Borrower and Co-Borrowers are the obligors on such Financial Debt, such Financial Debt;
(A) must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Loans in payment and liquidation on terms acceptable to IFC;
(B) must be pledged or assigned to IFC as part of the IFC Security; and
(C) shall be subject to other limitations and requirements as requested by IFC and agreed to by the Borrower, in each case on terms and pursuant to documentation satisfactory to IFC; and
(iii) Financial Debt of the Obligors and their respective Subsidiaries if, after giving effect to the incurrence of such Financial Debt: (x) no Event of Default or Potential Event of Default shall have occurred and be continuing or would result therefrom; and (y) the Borrower, on a Consolidated Basis, would be in compliance with all financial covenants set forth in Section 5.01(t) (Financial Ratios) on a Pro Forma Basis;
Permitted Financial Debt. Incur, assume or permit to exist any Financial Debt except:
(i) the Senior Loans;
(ii) the Galicia VAT Loans;
(iii) any Sponsor Party Subordinated Loan;
(iv) the PPA Performance Bond;
(v) any bond issued in favor of any Authority in connection with a request for the accelerated recovery of VAT refunds, provided, that, if available to the Borrower, such bond shall be a seguro de caución ;
(vi) any letter of credit issued in connection with the Financing Documents to the extent any such letter of credit is without recourse to the Borrower and is subordinated to the Senior Loans in form and substance satisfactory to the Senior Lenders;
(vii) Short-term Debt incurred in the ordinary course of business so long as the principal amount thereof does not exceed at any time seven hundred fifty thousand Dollars ($750,000) (or its equivalent in any other currency) in the aggregate; and
(viii) the Existing Credit Facilities; provided that, any Financial Debt incurred under, or in connection with, the Existing Credit Facilities shall: (A) not exceed, at any time, an amount greater than thirty-four million two hundred seventy-eight thousand six hundred thirty-one Dollars ($34,278,631), and (B) only be permitted until the date in which the first Disbursement of the Senior Loans is made.
Permitted Financial Debt. Incur, assume or permit to exist any Financial Debt except:
(i) the Senior Loans;
(ii) the Galicia VAT Loans;
(iii) any Financial Debt under the Required Hedge Agreement;
(iv) any Sponsor Party Subordinated Loan;
