Common use of Restrictions on payment and security Clause in Contracts

Restrictions on payment and security. 4.3.1 No Hedge Counterparty shall demand or receive, and the Company shall not (and the Company shall ensure that no other Issuer Group Company will) make, any payment in respect of any Hedging Debt or apply any money or property in or towards discharge of any Hedging Debt (including by way of set-off) except: (a) for a payment or discharge made in accordance with scheduled payments under that Hedging Agreement and this Agreement; (b) for a payment or discharge made in accordance with Clause 4.4 (Closing out of hedging transactions); (c) payments or deductions arising as a result of: (i) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); (ii) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Document (if the Hedging Document is based on a 2002 ISDA Master Agreement); or (iii) any provision of a Hedging Document which is similar in meaning and effect to any provision listed in paragraphs (i) or (ii) above (if the Hedging Document is not based on an ISDA Master Agreement), for the avoidance of doubt, application by a Hedge Counterparty in the order permitted by Clause 11 (Application of Recoveries) of proceeds received by a Hedge Counterparty in connection with the enforcement of any Transaction Security. 4.3.2 No Hedge Counterparty shall permit to subsist or receive, and the Company shall not (and the Company shall ensure that no other Issuer Group Company will) create or permit to subsist, any Security for or in respect of any Hedging Debt, other than under any Security Document in the form originally entered into or if permitted by the Security Agent.

Restrictions on payment and security. 4.3.1 (a) No Hedge Counterparty shall demand or receive, and the no ICA Group Company shall not (and the Company Issuer shall ensure that no other Issuer Group Company will) make, any payment in respect of any Hedging Debt Obligations or apply any money or property in or towards discharge of any Hedging Debt Obligations (including by way of set-off) except: (ai) for a payment or discharge made in accordance with scheduled payments under that Hedging Agreement and this Agreement; (bii) for a payment or discharge made in accordance with Clause 4.4 (b) (No Hedge Counterparty shall permit to subsist or receive, and no ICA Group Company shall (and the Issuer shall ensure that no other Group Company will) create or permit to subsist, any Security or any guarantee for or in respect of any Hedging Obligations, other than under the original form of any Transaction Security Document and the Guarantee Agreement or as otherwise contemplated by Clause 4.3 (Security and Guarantees). (iii) Closing out of hedging transactions); (civ) payments or deductions arising as a result of: (iA) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); (iiB) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Document (if the Hedging Document is based on a 2002 ISDA Master Agreement); or (iiiC) any provision of a Hedging Document which is similar in meaning and effect to any provision listed in paragraphs (iA) or (iiB) above (if the Hedging Document is not based on an ISDA Master Agreement), for the avoidance of doubt, application by a Hedge Counterparty in the order permitted by Clause 11 16 (Application of Recoveries) of proceeds received by a Hedge Counterparty in connection with the enforcement of any Transaction SecuritySecurity or the Guarantees. 4.3.2 (b) No Hedge Counterparty shall permit to subsist or receive, and the no ICA Group Company shall not (and the Company Issuer shall ensure that no other Issuer Group Company will) create or permit to subsist, any Security or any guarantee for or in respect of any Hedging DebtObligations, other than under the original form of any Transaction Security Document in and the form originally entered into Guarantee Agreement or if permitted as otherwise contemplated by the Clause 4.3 (Security Agentand Guarantees).

Restrictions on payment and security. 4.3.1 (a) No Hedge Counterparty shall demand or receive, and the no ICA Group Company shall not (and the Company Issuer shall ensure that no other Issuer Group Company will) make, any payment in respect of any Hedging Debt Obligations or apply any money or property in or towards discharge of any Hedging Debt Obligations (including by way of set-off) except: (ai) for a payment or discharge made in accordance with scheduled payments under that Hedging Agreement and this Agreement; (bii) for a payment or discharge made in accordance with Clause 4.4 5.4 (Closing out of hedging transactions) and Clause 5.5 (Limitations on hedging transactions); (ciii) payments or deductions arising as a result of: (iA) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); (iiB) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Document Agreement (if the Hedging Document Agreement is based on a 2002 ISDA Master Agreement); or (iiiC) any provision of a Hedging Document Agreement which is similar in meaning and effect to any provision listed in paragraphs paragraph (iA) or (iiB) above (if the Hedging Document Agreement is not based on an the relevant ISDA Master Agreement), for the avoidance of doubt, application by a Hedge Counterparty in the order permitted by Clause 11 15 (Application of Recoveries) of proceeds received by a Hedge Counterparty in connection with the enforcement of any Transaction SecuritySecurity or the Guarantees. 4.3.2 (b) No Hedge Counterparty shall permit to subsist or receive, and the no ICA Group Company shall not (and the Company Issuer shall ensure that no other Issuer Group Company will) create or permit to subsist, any Security or any guarantee for or in respect of any Hedging DebtObligations, other than under the original form of any Transaction Security Document in Document, Super Senior RCF and the form originally entered into Guarantee and Adherence Agreement or if permitted by the Security Agent., provided that the granting of Security or guarantees shall always be subject to approval by the Super Senior RCF Creditor

Restrictions on payment and security. 4.3.1 (a) No Hedge Counterparty shall demand or receive, and the no ICA Group Company shall not (and the Company Issuer shall ensure that no other Issuer Group Company will) make, any payment in respect of any Hedging Debt Obligations or apply any money or property in or towards discharge of any Hedging Debt Obligations (including by way of set-off) except: (ai) for a payment or discharge made in accordance with scheduled payments under that Hedging Agreement and this Agreement; (bii) for a payment or discharge made in accordance with Clause 4.4 5.4 (Closing out of hedging transactions) and Clause 5.5 (Limitations on hedging transactions); (ciii) payments or deductions arising as a result of: (iA) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); (iiB) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Document Agreement (if the Hedging Document Agreement is based on a 2002 ISDA Master Agreement); or (iiiC) any provision of a Hedging Document Agreement which is similar in meaning and effect to any provision listed in paragraphs (iA) or (iiB) above (if the Hedging Document Agreement is not based on an ISDA Master Agreement), for the avoidance of doubt, application by a Hedge Counterparty in the order permitted by Clause 11 15 (Application of Recoveries) of proceeds received by a Hedge Counterparty in connection with the enforcement of any Transaction SecuritySecurity or the Guarantees. 4.3.2 (b) No Hedge Counterparty shall permit to subsist or receive, and the no ICA Group Company shall not (and the Company Issuer shall ensure that no other Issuer Group Company will) create or permit to subsist, any Security or any guarantee for or in respect of any Hedging DebtObligations, other than under the original form of any Transaction Security Document in and the form originally entered into Guarantee and Adherence Agreement or if permitted by the Security Agent, provided that the granting of Security or guarantees shall always be subject to approval by the Super Senior WCF Creditor.

Restrictions on payment and security. 4.3.1 (a) No Hedge Counterparty shall demand or receive, and the no ICA Group Company shall not (and the Company shall ensure that no other Issuer Group Company will) make, any payment in respect of any Hedging Debt or apply any money or property in or towards discharge of any Hedging Debt (including by way of set-off) except: (ai) for a payment or discharge made in accordance with scheduled payments under that Hedging Agreement and this Agreement; (bii) for a payment or discharge made in accordance with Clause 4.4 (Closing out of hedging transactions) and Clause 4.5 (Limitations on hedging transactions); (ciii) payments or deductions arising as a result of: (iA) any of sections 2(d) (Deduction or Withholding for Tax), 2(e) (Default Interest; Other Amounts), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments) and 11 (Expenses) of the 1992 ISDA Master Agreement (if the Hedging Agreement is based on a 1992 ISDA Master Agreement); (iiB) any of sections 2(d) (Deduction or Withholding for Tax), 8(a) (Payment in the Contractual Currency), 8(b) (Judgments), 9(h)(i) (Prior to Early Termination) and 11 (Expenses) of the 2002 ISDA Master Agreement of that Hedging Document (if the Hedging Document is based on a 2002 ISDA Master Agreement); or (iiiC) any provision of a Hedging Document which is similar in meaning and effect to any provision listed in paragraphs (iA) or (iiB) above (if the Hedging Document is not based on an ISDA Master Agreement), for the avoidance of doubt, application by a Hedge Counterparty in the order permitted by Clause 11 14 (Application of Recoveries) of proceeds received by a Hedge Counterparty in connection with the enforcement of any Transaction SecuritySecurity or the Guarantees. 4.3.2 (b) No Hedge Counterparty shall permit to subsist or receive, and the no ICA Group Company shall not (and the Company shall ensure that no other Issuer Group Company will) create or permit to subsist, any Security or any guarantee for or in respect of any Hedging Debt, other than under the original form of any Transaction Security Document in and the form originally entered into Guarantee Agreement or if permitted by the Security Agent, provided that the granting of Security or guarantees shall always be subject to approval by the Super Senior RCF Creditor.