Common use of Third party guarantees Clause in Contracts

Third party guarantees. No Obligor (other than Holdco) shall (and the Obligors shall ensure that no other member of the Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person. This restriction does not apply to the following (in each case a Permitted Guarantee): 22.12.1 any guarantee arising under the Finance Documents; 22.12.2 performance bonds guaranteeing performance by an Obligor under any contract (not being in respect of Financial Indebtedness) entered into in the ordinary course of trade; 22.12.3 guarantees by Obligors in respect of the Permitted Financial Indebtedness of other Obligors; 22.12.4 any guarantee comprising a netting or set-off arrangement entered into by a member of the Group with an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Group with that Approved Bank, provided that such arrangement does not permit credit balances of Obligors to be netted with debit balances of members of the Group that are not Obligors; 22.12.5 any guarantee given by a person acquired by a member of the Group after the Signature Date which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of 3 months following the date of acquisition; 22.12.6 any guarantee required to be given to any municipality, utility provider or other supplier of goods or services, and made by a member of the Group in the regular and ordinary course of business under which the aggregate liability (actual or contingent) of members of the Group does not at any time exceed R10,000,000; 22.12.7 any guarantee given to a landlord or financial institution in respect of premises occupied by a member of the Group for the rental obligations of a member of the Group, where the lease agreement and the guarantee are entered into in the ordinary course of trading and on arm’s length terms; 22.12.8 guarantees not otherwise permitted by this Clause above, under which the aggregate liability (actual or contingent) of members of the Group does not at any time exceed R10,000,000; 22.12.9 any guarantees referred to in paragraph 8 of Schedule 10 (Disclosure Schedule) as at the Signature Date; or 22.12.10 any guarantee expressly permitted in writing by the Facility Agent, provided that the aggregate actual or contingent liability under all outstanding guarantees which are permitted under Clause 22.12.2 to 22.12.10 (inclusive) (when taken together, at any applicable time, with the aggregate Financial Indebtedness of all members of the Group permitted under Clauses 22.5.2 to 22.5.9 (Financial Indebtedness) (inclusive)) shall not at any time exceed R600,000,000 (or its equivalent in any other currency).

Third party guarantees. No Obligor (other than Holdco) shall (and the Obligors shall ensure that no other member of the Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person. This restriction does not apply to the following (in each case a Permitted Guarantee): 22.12.1 25.12.1 any guarantee arising under the Finance Documents; 22.12.2 25.12.2 performance bonds guaranteeing performance by an Obligor under any contract (not being in respect of Financial Indebtedness) entered into in the ordinary course of trade; 22.12.3 25.12.3 guarantees by Obligors in respect of the Permitted Financial Indebtedness of other Obligors; 22.12.4 25.12.4 any guarantee comprising a netting or set-off arrangement entered into by a member of the Group with an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Group with that Approved Bank, provided that such arrangement does not permit credit balances of Obligors to be netted with debit balances of members of the Group that are not Obligors; 22.12.5 25.12.5 any guarantee given by a person acquired by a member of the Group after the Signature Date which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of 3 months following the date of acquisition; 22.12.6 25.12.6 any guarantee required to be given to any municipality, utility provider or other supplier of goods or services, and made by a member of the Group in the regular and ordinary course of business under which the aggregate liability (actual or contingent) of members of the Group does not at any time exceed R10,000,000; 22.12.7 25.12.7 any guarantee given to a landlord or financial institution in respect of premises occupied by a member of the Group for the rental obligations of a member of the Group, where the lease agreement and the guarantee are entered into in the ordinary course of trading and on arm’s length terms; 22.12.8 25.12.8 guarantees not otherwise permitted by this Clause above, under which the aggregate liability (actual or contingent) of members of the Group does not at any time exceed R10,000,000; 22.12.9 25.12.9 any guarantees referred to in paragraph 8 Error! Reference source not found. of Schedule 10 11 (Disclosure Schedule) as at the Signature Date; or 22.12.10 25.12.10 any guarantee expressly permitted in writing by the Facility Agent, provided that the aggregate actual or contingent liability under all outstanding guarantees which are permitted under Clause 22.12.2 25.12.2 to 22.12.10 25.12.10 above (inclusive) (when taken together, at any applicable time, with the aggregate Financial Indebtedness of all members of the Group permitted under Clauses 22.5.2 25.5.2 to 22.5.9 25.5.9 (Financial Indebtedness) (inclusive)) shall not at any time exceed R600,000,000 (or its equivalent in any other currency).

Third party guarantees. No Obligor (other than Holdco) shall (and the Obligors shall ensure that no other member of the Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person. This restriction does not apply to the following (in each case a Permitted Guarantee): 22.12.1 any guarantee arising under the Finance Documents; 22.12.2 performance bonds guaranteeing performance by an Obligor under any contract (not being in respect of Financial Indebtedness) entered into in the ordinary course of trade; 22.12.3 guarantees by Obligors in respect of the Permitted Financial Indebtedness of other Obligors; 22.12.4 any guarantee comprising a netting or set-off arrangement entered into by a member of the Group with an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Group with that Approved Bank, provided that such arrangement does not permit credit balances of Obligors to be netted with debit balances of members of the Group that are not Obligors; 22.12.5 any guarantee given by a person acquired by a member of the Group after the Signature Date which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of 3 months following the date of acquisition; 22.12.6 any guarantee required to be given to any municipality, utility provider or other supplier of goods or services, and made by a member of the Group in the regular and ordinary course of business under which the aggregate liability (actual or contingent) of members of the Group does not at any time exceed R10,000,000; 22.12.7 any guarantee given to a landlord or financial institution in respect of premises occupied by a member of the Group for the rental obligations of a member of the Group, where the lease agreement and the guarantee are entered into in the ordinary course of trading and on arm’s 's length terms; 22.12.8 guarantees not otherwise permitted by this Clause above, under which the aggregate liability (actual or contingent) of members of the Group does not at any time exceed R10,000,000; 22.12.9 any guarantees referred to in paragraph 8 of Schedule 10 (Disclosure Schedule) as at the Signature Date; or 22.12.10 any guarantee expressly permitted in writing by the Facility Agent, provided that the aggregate actual or contingent liability under all outstanding guarantees which are permitted under Clause 22.12.2 to 22.12.10 (inclusive) (when taken together, at any applicable time, with the aggregate Financial Indebtedness of all members of the Group permitted under Clauses 22.5.2 22.5.1(b) to 22.5.9 22.5.1(i) (Financial Indebtedness) (inclusive)) shall not at any time and without double counting exceed R600,000,000 R510,000,000 (or its equivalent in any other currency).

Third party guarantees. No Obligor (other than Holdco) shall (and the Obligors shall ensure that no other member of the Lesaka Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person. This restriction does not apply to the following (in each case a Permitted Guarantee): 22.12.1 any guarantee arising under the Finance Documents; 22.12.2 performance bonds guaranteeing performance by an Obligor under any contract (not being in respect of Financial Indebtedness) entered into in the ordinary course of trade; 22.12.3 guarantees by Obligors in respect of the Permitted Financial Indebtedness of other Obligors; 22.12.4 without double counting, any guarantee in respect of Finance Leases which are permitted under Clause 22.5.8; 22.12.5 any guarantee comprising a netting or set-off arrangement entered into by a member of the Lesaka Group with an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Lesaka Group with that Approved Bank, provided that such arrangement does not permit credit balances of Obligors to be netted with debit balances of members of the Lesaka Group that are not Obligors; 22.12.5 22.12.6 any guarantee given by a person acquired by a member of the Group after the Signature Date which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of 3 months following the date of acquisition; 22.12.6 22.12.7 any guarantee required to be given to any municipality, utility provider or other supplier of goods or services, and made by a member of the Lesaka Group in the regular and ordinary course of business under which the aggregate liability (actual or contingent) of members of the Lesaka Group does not at any time exceed R10,000,000; 22.12.7 22.12.8 any guarantee given to a landlord or financial institution in respect of premises occupied by a member of the Lesaka Group for the rental obligations of a member of the Lesaka Group, where the lease agreement and the guarantee are entered into in the ordinary course of trading and on arm’s 's length terms; 22.12.8 22.12.9 guarantees not otherwise permitted by this Clause above, under which the aggregate liability (actual or contingent) of members of the Lesaka Group does not at any time exceed R10,000,000; 22.12.9 22.12.10 any guarantees referred to in paragraph 8 of Schedule 10 (Disclosure Schedule) as at the Signature Date; or 22.12.10 22.12.11 any guarantee expressly permitted in writing by the Facility Agent, provided that the aggregate actual or contingent liability under all outstanding guarantees which are permitted under Clause 22.12.2 to 22.12.10 (inclusive) (when taken together, at any applicable time, with the aggregate Financial Indebtedness of all members of the Group permitted under Clauses 22.5.2 to 22.5.9 (Financial Indebtedness) (inclusive)) shall not at any time exceed R600,000,000 (or its equivalent in any other currency).

Third party guarantees. (a) In this Subclause, a guarantee includes any guarantee or an indemnity or other assurance against loss as well as any agreement to maintain the solvency of any person. (b) No Obligor (other than Holdco) shall (and the Obligors shall ensure that no other member of the Group will) may incur or allow to remain be outstanding any guarantee by such member of the Group or any of its Subsidiaries (excluding any member of the SPV Group) in respect of any obligation the liabilities or obligations of any person. This restriction . (c) Paragraph (b) does not apply to the following to: (in each case a Permitted Guarantee): 22.12.1 i) any guarantee arising under the Senior Finance Documents; 22.12.2 performance bonds guaranteeing performance by an Obligor under any contract (not being in respect of Financial Indebtednessii) entered into in the ordinary course of trade; 22.12.3 guarantees by Obligors in respect of the Permitted Financial Indebtedness of other Obligors; 22.12.4 any guarantee comprising a netting or set-off arrangement entered into by a member of the Group with an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Group with that Approved BankGroup, provided that such arrangement does not permit credit balances of Obligors to be netted with debit balances of members of the Group that which are not ObligorsObligors to the extent that loans by Obligors to such members of the Group which are not Obligors (or guarantees by Obligors in respect of their obligations) would not be permitted under Clause 23.14 (Loans out) (and, for the avoidance of doubt, the amount of any such guarantees for such netting or set-off arrangements by an Obligor for the benefit of a non-Obligor will be aggregated with the amount of any relevant loans for the purpose of determining compliance with permitted loan baskets in Clause 23.14 (Loans out)); 22.12.5 (iii) the Senior Subordinated Guarantee and any guarantee provided by the Company in favour of JSG Funding with respect to any Financial Indebtedness incurred by JSG Funding to refinance the 2012 Senior Cash Pay Notes; (iv) guarantees in existence on the First Drawdown Date (or any replacement or renewals thereof or any guarantee given by a person acquired the same members of the Group in respect of any permitted refinancing of the obligations guaranteed by such existing guarantee provided that any limit on the amount guaranteed is not subsequently increased); (v) customary indemnities to purchasers under sale agreements for any disposal that is permitted under Subclause 23.6 (Disposals); (vi) the endorsement of negotiable instruments in the ordinary course of trade; (vii) guarantees, indemnities and performance bonds guaranteeing performance by a member of the Group after under any contract (not being a contract incurring Financial Indebtedness) entered into in the Signature Date which is incurred under arrangements ordinary course of business or lease of premises entered into in existence at the date ordinary course of acquisition, but not incurred or increased or its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of 3 months following the date of acquisitionbusiness; 22.12.6 (viii) guarantees in respect of the Financial Indebtedness of members of the Group which are Obligors where such Financial Indebtedness is permitted by the terms of this Agreement (but, without prejudice to (iii) above, not being given in respect of any guarantee obligation or liability of the Parent or JSG Funding); (ix) guarantees of Joint Ventures to the extent permitted by Subclause 23.27 (Joint Ventures); (x) guarantees in respect of third party loans to directors, officers, managers and consultants employed by members of the Group or pursuant to any employee or management incentive or stock option plan referred to in Subclause 23.15(b)(vi) (Share capital) in an aggregate amount (when aggregated with any loans under Subclause 23.14(b)(viii)(A) (Loans out)) not exceeding €15,000,000; (xi) guarantees in favour of the holders of the 2025 Bonds to the extent required by the indenture under which they were issued; (xii) guarantees given in respect of the Bond Refinancing Debt and customary underwriting guarantees and undertakings relating to any Refinancing Bonds; (xiii) guarantees given by a member of a Group in respect of the obligations of another member of such Group and would, if it were a loan by that member of the Group to the other member of that Group, be permitted under Clause 23.14 (Loans out) (and, for the avoidance of doubt, the amount of any such guarantees will be aggregated with the amount of any relevant loans for the purpose of determining compliance with permitted loan baskets in Clause 23.14 (Loans out)); (xiv) guarantees given to any municipality, utility provider or other supplier a landlord of goods or services, and made by a member of the Group in relation to lease agreements entered into in the regular and ordinary course of business including: (A) a guarantee or performance bond given by a member of a Group for the obligations of another member of such Group under such agreements; or (B) a guarantee given by a member of a Group in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or other instrument issued by a bank or financial institution (on normal commercial terms) to support the obligations of a member of such Group under such agreements; (xv) guarantees given with the consent of the Facility Agent (acting on the instructions of the Majority Lenders); (xvi) guarantees required pursuant to the transactions described in the Structure Memorandum; (xvii) the agreements made by the Company in the registration rights or purchase agreements relating to the Securities or Bond Refinancing Debt; (xviii) any guarantees granted pursuant to or in connection with a Permitted Receivables Securitisation; (xix) guarantees provided by the Company in relation to its subsidiaries incorporated in Ireland and the Netherlands, in each case solely for the pupose of satisfying, and to the extent required to satisfy, the requirements of Irish and Dutch law which exempt companies from preparing and filing their own audited accounts if such parent company guarantees are filed; and (xx) guarantees (not being given in respect of any obligation or liability of the Parent or JSG Funding or given in respect of the JSG Funding Loan Agreements) not otherwise permitted by any of the other paragraphs where the aggregate liability (actual or contingent) contingent of members of the Group does not exceed €40,000,000 at any time exceed R10,000,000; 22.12.7 any guarantee given to a landlord or financial institution in respect of premises occupied by a member of the Group for the rental obligations of a member of the Group, where the lease agreement and the guarantee are entered into in the ordinary course of trading and on arm’s length terms; 22.12.8 guarantees not otherwise permitted by this Clause above, under which the aggregate liability (actual or contingent) of members of the Group does not at any time exceed R10,000,000; 22.12.9 any guarantees referred to in paragraph 8 of Schedule 10 (Disclosure Schedule) as at the Signature Date; or 22.12.10 any guarantee expressly permitted in writing by the Facility Agent, provided that the aggregate actual or contingent liability under all outstanding guarantees which are permitted under Clause 22.12.2 to 22.12.10 (inclusive) (when taken together, at any applicable time, with the aggregate Financial Indebtedness of all members of the Group permitted under Clauses 22.5.2 to 22.5.9 (Financial Indebtedness) (inclusive)) shall not at any time exceed R600,000,000 (or its equivalent in any other currency).

Third party guarantees. No Obligor (other than Holdco) shall (and the Obligors shall ensure that no other member of the Net1 Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person. This restriction does not apply to the following (in each case a Permitted Guarantee): 22.12.1 any guarantee arising under the Finance Documents; 22.12.2 performance bonds guaranteeing performance by an Obligor under any contract (not being in respect of Financial Indebtedness) entered into in the ordinary course of trade; 22.12.3 guarantees by Obligors in respect of the Permitted Financial Indebtedness of other Obligors; 22.12.4 without double counting, any guarantee in respect of Finance Leases which are permitted under Clause 22.5.8; 22.12.5 any guarantee comprising a netting or set-off arrangement entered into by a member of the Net1 Group with an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Net1 Group with that Approved Bank, provided that such arrangement does not permit credit balances of Obligors to be netted with debit balances of members of the Net1 Group that are not Obligors; 22.12.5 22.12.6 any guarantee given by a person acquired by a member of the Group after the Signature Date which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of 3 months following the date of acquisition; 22.12.6 22.12.7 any guarantee required to be given to any municipality, utility provider or other supplier of goods or services, and made by a member of the Net1 Group in the regular and ordinary course of business under which the aggregate liability (actual or contingent) of members of the Net1 Group does not at any time exceed R10,000,000; 22.12.7 22.12.8 any guarantee given to a landlord or financial institution in respect of premises occupied by a member of the Net1 Group for the rental obligations of a member of the Net1 Group, where the lease agreement and the guarantee are entered into in the ordinary course of trading and on arm’s 's length terms; 22.12.8 22.12.9 guarantees not otherwise permitted by this Clause above, under which the aggregate liability (actual or contingent) of members of the Net1 Group does not at any time exceed R10,000,000; 22.12.9 22.12.10 any guarantees referred to in paragraph 8 36 of Schedule 10 (Disclosure Schedule) as at the Signature Date; or 22.12.10 22.12.11 any guarantee expressly permitted in writing by the Facility Agent, provided that the aggregate actual or contingent liability under all outstanding guarantees which are permitted under Clause 22.12.2 to 22.12.10 (inclusive) (when taken together, at any applicable time, with the aggregate Financial Indebtedness of all members of the Group permitted under Clauses 22.5.2 to 22.5.9 (Financial Indebtedness) (inclusive)) shall not at any time exceed R600,000,000 (or its equivalent in any other currency).

Third party guarantees. No Obligor (other than Holdco) shall (and the Obligors shall ensure that no other member of the Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person. This restriction does not apply to the following (in each case a Permitted Guarantee): 22.12.1 any guarantee arising under the Finance Documents; 22.12.2 performance bonds guaranteeing performance by an Obligor under any contract (not being in respect of Financial Indebtedness) entered into in the ordinary course of trade; 22.12.3 guarantees by Obligors in respect of the Permitted Financial Indebtedness of other Obligors; 22.12.4 any guarantee comprising a netting or set-off arrangement entered into by a member of the Group with an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Group with that Approved Bank, provided that such arrangement does not permit credit balances of Obligors to be netted with debit balances of members of the Group that are not Obligors; 22.12.5 any guarantee given by a person acquired by a member of the Group after the Signature Date which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of 3 months following the date of acquisition; 22.12.6 any guarantee required to be given to any municipality, utility provider or other supplier of goods or services, and made by a member of the Group in the regular and ordinary course of business under which the aggregate liability (actual or contingent) of members of the Group does not at any time exceed R10,000,000; 22.12.7 any guarantee given to a landlord or financial institution in respect of premises occupied by a member of the Group for the rental obligations of a member of the Group, where the lease agreement and the guarantee are entered into in the ordinary course of trading and on arm’s length terms; 22.12.8 guarantees not otherwise permitted by this Clause above, under which the aggregate liability (actual or contingent) of members of the Group does not at any time exceed R10,000,000; 22.12.9 any guarantees referred to in paragraph 8 Error! Reference source not found. of Schedule 10 (Disclosure Schedule) as at the Signature Date; or 22.12.10 any guarantee expressly permitted in writing by the Facility Agent, provided that the aggregate actual or contingent liability under all outstanding guarantees which are permitted under Clause 22.12.2 to 22.12.10 (inclusive) (when taken together, at any applicable time, with the aggregate Financial Indebtedness of all members of the Group permitted under Clauses 22.5.2 to 22.5.9 (Financial Indebtedness) (inclusive)) shall not at any time exceed R600,000,000 (or its equivalent in any other currency).