Subsidiary Borrowings. No Group Company (other than the Company), will incur or have outstanding any Borrowings other than:
(a) any Borrowings, provided that the Total Commitments are cancelled in an amount (net of taxes, fees, costs and expenses) equal to the principal amount of such Borrowings promptly upon their incurrence and Advances thereupon are prepaid to the extent that the Total Outstandings would otherwise exceed the Total Commitments as reduced thereby);
(b) Borrowings which constitute a Project Borrowing;
(c) Borrowings created with the prior written consent of the Majority Lenders;
(d) Borrowings owed by an Additional Guarantor;
(e) Borrowings under this Agreement;
(f) Borrowings owed to another Group Company;
(g) Borrowings of any Subsidiary of the Company which operates only as a finance company for the Group to the extent that the proceeds of such Borrowings are on-lent to a Guarantor;
(h) Cash-backed Borrowings;
(i) Borrowings under cash pooling arrangements in the Group’s ordinary banking arrangements, to the extent matched by cash balances held by members of the Group which are treated as available for netting against those Borrowings;
(j) for a period of 12 months after the date on which a Subsidiary becomes a Group Company, Borrowings of that Subsidiary to the extent that such Borrowings are outstanding at the time that Subsidiary becomes a Group Company and were not created in contemplation of that Subsidiary becoming a Group Company;
(k) Borrowings owed by SNT Group NV (or any of its Subsidiaries); or
(l) any other Borrowings, provided that the aggregate principal amount of any such Borrowings which are unsecured, when taken together with the aggregate outstanding principal amount of Borrowings secured by Security created by Obligors pursuant to Clause 21.4(b) (xii) (Negative Pledge), does not exceed euro 2,600,000,000 (or its equivalent in other currencies) at any time.
Subsidiary Borrowings. The Borrower shall not permit any Restricted Subsidiary to become liable for any Indebtedness, whether secured or unsecured, except: (i) such of the foregoing as is owed to the Borrower or another Wholly-Owned Subsidiary; (ii) Indebtedness or obligations secured by Liens permitted by Section 5.16; (iii) Indebtedness or obligations of a Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary, provided that (a) such Indebtedness shall not have been incurred in contemplation of such Subsidiary becoming a Subsidiary, and (b) immediately after such Subsidiary becomes a Subsidiary, no Default or Event of Default shall exist, and provided, further, that such Indebtedness may not be extended, renewed, or refunded except as otherwise permitted by this Agreement; and (iv) other Indebtedness which, when combined with the total of the Indebtedness secured by all Liens permitted by Section 5.16(q), without duplication, does not exceed 20% of Consolidated Net Worth as of the last day of the immediately preceding Fiscal Quarter.
Subsidiary Borrowings. No Borrower other than the Company shall, and the Company shall procure that no Material Subsidiary will, incur any Borrowings other than:
(a) Borrowings under this Agreement;
(b) Borrowings under the U.S. Facility or any refinancing of the U.S. Facility but, except with the prior written consent of the Majority Banks, the principal amount of that facility may not be increased except by reason of any fluctuation in the amount outstanding under that facility in accordance with its terms;
(c) Borrowings from
(i) the Company, or
(ii) another Material Subsidiary; or
(iii) any other Subsidiary (other than the Company or a Material Subsidiary), except to the extent that the Borrowings are funded by that Subsidiary from Borrowings from outside the Group;
(d) in the case of a company that becomes a Subsidiary after the date of this Agreement, any Borrowings of that Subsidiary existing when it becomes a Subsidiary and not incurred in connection with it becoming a Subsidiary or any Borrowings incurred to refinance those Borrowings, provided that:
(i) the principal amount of the Borrowings are not increased after the date of that company becoming a Subsidiary; and
(ii) the borrowings are not guaranteed by the Company or any Material Subsidiary; and
(e) any Borrowings (other than Borrowings set out in sub-paragraphs (a) to (d) (inclusive) above) of Material Subsidiaries which do not exceed in aggregate USS350,000,000 (or its equivalent in any other currency or currencies).
Subsidiary Borrowings. (a) In this Clause 19.22: Borrowings means:
(a) the outstanding principal amount of any monies borrowed;
(b) the outstanding principal amount of any debenture, bond, note, loan stock or other security;
(c) the outstanding principal amount of any acceptance under any acceptance credit opened by a bank or other financial institution and not attributable to goods or documents of title to goods in the ordinary course of documentary credit transactions;
(d) the principal amount, outstanding for more than 90 days on its original terms and created in connection with the payment of the acquisition price of any asset before or after the time of acquisition or possession by the party liable, where the advance or deferred payment is arranged primarily as a method of raising finance or financing the acquisition of an asset;
(e) any fixed or minimum premium payable on the repayment or redemption of any instrument referred to in subparagraph (b) above; and
(f) the outstanding principal amount of any indebtedness of any person of a type referred to in subparagraphs (a) - (e) above which is the subject of a guarantee indemnity and/or other form of assurance against financial loss. For the avoidance of doubt, the amount of any provision for pension liabilities made in the accounts delivered in accordance with Clause 19.2 (Financial information) shall not constitute Borrowings for the purposes of this definition. Subsidiary Borrowings means, at any time, the aggregate amount of all Borrowings of the Parent’s Subsidiaries (other than the Borrowers) at that time (without double counting in relation to intra-Group Borrowings or guarantees given by one Subsidiary in relation to the Borrowings of another).
(b) For the purposes of this Clause 19.22 figures shall be expressed in U.S. Dollars and, where any currency has to be converted into U.S. Dollars for this purpose, such conversion shall be made at the rate of exchange applied in the relevant financial accounts delivered under Clause 19.2 (Financial information).
(c) The Parent shall procure that Subsidiary Borrowings shall at no time exceed U.S.$400,000,000 (or its equivalent).
Subsidiary Borrowings. 23 10.3. Maintenance of Financial Conditions........................24 10.4. Asset Dispositions.........................................24 10.5. Merger, Consolidation, Amalgamation, etc...................26 10.6. Transactions with Affiliates...............................27
Subsidiary Borrowings. The Company will not permit any Subsidiary (other than the Issuer or a Subsidiary Guarantor) to create, incur, assume, guarantee, have outstanding, or otherwise become or remain liable with respect to, any Borrowed Money other than:
(a) Borrowed Money owing to either the Company or to any other Subsidiary;
(b) Financial Subsidiary Borrowed Money;
Subsidiary Borrowings. 54 SECTION 2.20. COMPETITIVE BID AMENDMENT........................55
Subsidiary Borrowings. Subject to the prior or concurrent satisfaction of each of the following conditions, any Eligible Subsidiary may be designated by the Parent as a Subsidiary Borrower hereunder following the acquisition of Control of such Eligible Subsidiary by the Parent, entitled to the rights and subject to the obligations incident thereto:
(a) The Administrative Agent (or its counsel) shall have received from the Parent and such Subsidiary Borrower a counterpart of a Subsidiary Borrowing Agreement signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart thereof.
(b) The Administrative Agent (or its counsel) shall have received from such Subsidiary Borrower a counterpart of a Subsidiary Borrower Pledge and Security Agreement signed on behalf of such party or written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such party has signed a counterpart thereof.
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the date that such Borrowing Subsidiary is making its Initial Borrowing) of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Subsidiary Borrower, substantially in the form of Exhibit I, and of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Agents, substantially in the form of Exhibit J, and each covering such other matters relating to the Obligors, the Loan Documents or the Transactions as the Required Lenders shall reasonably request.
(d) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence, good standing and solvency of such Subsidiary Borrower, the authorization of the Transactions and any other legal matters relating to any of the foregoing, all in form and substance satisfactory to the Administrative Agent and its counsel.
Subsidiary Borrowings. Section 2.19 of the Credit Agreement is amended:
(a) to add immediately after the phrase "a Subsidiary Borrower Pledge and Security Agreement" in paragraph (b) of such Section the phrase ", a security agreement, substantially in the form of the Parent Security Agreement, dated as of July 10, 1998, by the Parent in favor of the Administrative Agent, and any other security agreements or other documents requested by the Administrative Agent pursuant to Section 5.11, in each case"; and
(b) to delete the phrase "of Xxxxx Xxxx & Xxxxxxxx, special counsel for the Agents, substantially in the form of Exhibit J, and each" in paragraph (c) of such Section.
Subsidiary Borrowings. The Company will not permit any Subsidiary (other than the Issuer or a Subsidiary Guarantor) to create, incur, assume, guarantee, have outstanding, or otherwise become or remain liable with respect to, any Borrowed Money other than:
(a) Borrowed Money owing to either the Company or to any Subsidiary Guarantor;
(b) Borrowed Money of any Persons acquired by any member of the Group pursuant to the acquisition of Diamond Ad Ltd. provided that such Borrowed Money of all such Persons at no time exceeds Korean Won 16,900,000,000 (or its equivalent) in the aggregate;
(c) Borrowed Money in respect of guarantees issued by banks on behalf of the Group to media authorities in connection with bona fide arrangements for maintenance of media accreditation; and
(d) Borrowed Money not otherwise permitted by the foregoing clauses (a) through (c), provided that the sum (without duplication) of (i) the aggregate principal amount of all Borrowed Money secured by Encumbrances described in subclause (b)(x)(A) of the definition of "Permitted Encumbrances" and (ii) the aggregate principal amount of Borrowed Money of Subsidiaries (other than the Issuer and Subsidiary Guarantors) outstanding pursuant to the provisions of this Section 10.2.2(d) shall at no time exceed 10% of Consolidated Net Worth.
