Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets. (b) No Obligor shall (and the Company shall ensure that no other member of the Group will): (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; (ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or (iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. (c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms. (d) Paragraphs (a) and (b) above do not apply to: (i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances; (ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group; (iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended; (iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that: (A) the Security was not created in contemplation of that acquisition; (B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition; (v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that: (A) the Security was not created in contemplation of the acquisition of that company; (B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and (C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group; (vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company; (vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement; (viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or (ix) any Security approved by the Majority Lenders.
Appears in 3 contracts
Sources: Multicurrency Term and Revolving Facilities Agreement (Xstrata PLC), Multicurrency Term and Revolving Facilities Agreement (Xstrata PLC), Multicurrency Term and Revolving Facilities Agreement (Xstrata PLC)
Negative Pledge. (a) No Offshore Obligor shall (and the Company each Offshore Obligor shall ensure that no other member of the Offshore Group will) create or permit to subsist any Security over any of its assetsassets including, for the avoidance doubt and subject to paragraph (c) below, any Charged Property.
(b) No Offshore Obligor shall (and the Company each Offshore Obligor shall ensure that no other member of the Offshore Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Offshore Obligor or any other member of the Offshore Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow permit to subsist any title retention arrangement;
(iv) enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiv) enter into or permit to subsist any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any transaction contemplated by the Junior Investment Documents to the extent it constitutes Security comprising a or Quasi-Security (including any Junior Investment Security in accordance with the terms of the Intercreditor Deed);
(ii) any Security or Quasi-Security created pursuant to any Finance Document;
(iii) the Security or Quasi-Security created over the shares of (A) the Borrower or (A) Joyful Wellness, in each case, to secure the Fullgoal Notes;
(iv) any Security or Quasi-Security created with the consent of the Lender;
(v) any netting or set-off arrangement entered into by the Borrower or any other member of the Offshore Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;; or
(iivi) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount debt which is secured thereby secured, as so disclosed, is not thereafter increased paid when due or its maturity extended;
(iv) any Security over or affecting any asset acquired contested in good faith by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier appropriate proceedings and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lendersproperly provisioned.
Appears in 3 contracts
Sources: Facility Agreement, Facility Agreement (Pacific Alliance Group LTD), Facility Agreement (Sun Wise (UK) Co., LTD)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that Except as provided below, no other member of the Group will) may create or permit allow to subsist exist any Security over Interest on any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):may:
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are where it is or may be leased to or re-acquired or acquired by an Obligor or any other a member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security Interest listed in Schedule 5 (Existing Security) except to the extent the principal amount secured by that Security Interest exceeds the amount stated in that Schedule;
(ii) any Security Interest comprising a netting or set-off arrangement entered into by any a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods lien arising by operation of law (or by an agreement evidencing a lien that would otherwise arise by operation of law) and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedbusiness;
(iv) any payment or close out netting or set-off arrangement pursuant to any hedging transaction permitted under Clause 22.7(b)(iv) (Financial Indebtedness);
(v) any Security over Interest on an asset, or affecting an asset of any asset person, acquired by a member of the Group after the date of this Agreement, provided that:
(A) Agreement but only for the period of 6 months from the date of acquisition and to the extent that the principal amount secured by that Security was not created in contemplation of that acquisition;
(B) the amount thereby secured Interest has not been incurred or increased in contemplation of, or since since, the date of, that acquisition; and
(C) unless acquisition and the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security Interest was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming asset by a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security Interest securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of a Security given by any member of Interest not allowed under the Grouppreceding sub-paragraphs) does not exceed the greater of: (A) £100,000,000 or its equivalent, other than any permitted under paragraphs (i) to (vii) above and (B) any other an amount equal to 10% of the net assets of the Company as shown in the audited consolidated financial statements of the Company most recently delivered to the Facility Agent pursuant to Subclause 20.1 (Financial Indebtedness permitted under Clause 22.6(b)(vi)statements), does not exceed 5 per cent. at any time;
(vii) any pledge of Total Assets at goods, the related documents of title and/or other related documents arising or created in the ordinary course of its business as security to a bank or financial institution for financial obligations directly relating to the goods or documents on or over which that time pledge exists;
(or viii) any Security Interest arising out of title retention provisions in a supplier’s standard conditions of supply of goods acquired by it in the ordinary course of its equivalent in any other currency or currencies); orbusiness;
(ix) any Security approved Interest arising pursuant to an order of attachment, distress, garnishee or injunction restraining disposal of assets or similar legal process arising in connection with court proceedings being contested by the relevant member of the Group in good faith and which in any event is discharged within 60 days;
(x) any Security Interest over the shares or capital in the debtor of Non-Recourse Indebtedness;
(xi) any Security Interest (Replacement Security Interest) created to replace or renew or in substitution for any Security Interest otherwise permitted (Prior Security Interest) where the Replacement Security Interest is granted in respect of the same asset as the Prior Security Interest and does not secure an amount in excess of the amount secured by the Prior Security Interest;
(xii) any Security Interest over contracts entered into in the ordinary course of business for the supply of goods and/or services and over assets employed in the performance of those contracts, to secure counter-indemnity obligations in respect of any bond, guarantee, letter of credit or other instrument having a similar effect, in each case, issued in respect of obligations under or in connection with the performance of those contracts;
(xiii) any Security Interest over or any arrangement described in paragraph (b) above in respect of Unrestricted Margin Stock; or
(xiv) any other Security Interest created or outstanding with the prior consent of the Majority Lenders.
Appears in 3 contracts
Sources: Credit Facilities Agreement (Amec PLC), Credit Facilities Agreement (Amec PLC), Credit Facilities (Amec PLC)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure procure that no other member of the Bank Group will) shall), without the prior written consent of an Instructing Group, create or permit to subsist any Security Encumbrance over all or any of its assets.present or future revenues or assets other than an Encumbrance:
(a) which is an Existing Encumbrance set out in:
(i) Part 1A of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released within 10 Business Days of the first Utilisation Date; or
(ii) Part 1B of Schedule 10 (Existing Encumbrances) provided that the principal amount secured thereby may not be increased unless any Encumbrance in respect of such increased amount would be permitted under another paragraph of this Clause 25.2;
(b) No Obligor shall (and the Company shall ensure that no other which arises by operation of Law or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any member of the Bank Group will):and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Group;
(c) which is created pursuant to any of the Relevant Finance Documents (including any Additional Facilities) and any Senior Secured Notes Documents;
(d) arising from any Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness);
(e) which arises in respect of any right of set-off, netting arrangement, title transfer or title retention arrangements which:
(i) sell, transfer or otherwise dispose arises in the ordinary course of any trading and/or by operation of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the GroupLaw;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Bank Group in the ordinary normal course of its banking arrangements for the purpose of netting debit and credit balancesbalances on bank accounts of members of the Bank Group operated on a net balance basis;
(iiiii) arises in respect of netting or set off arrangements contained in any Security over goods Hedging Agreement or other contract permitted under Clause 25.12 (Limitations on Hedging);
(iv) is entered into by any member of the Bank Group on terms which are generally no worse than the counterparty’s standard or usual terms and documents of title arising entered into in the ordinary course of trading or business of the relevant member of the Bank Group; or
(v) which is a retention of title arrangements and rights arrangement with respect to customer premises equipment in favour of set-off arising a supplier (or its Affiliate); provided that the title is only retained to individual items of customer premises equipment in respect of which the ordinary course purchase price has not been paid in full;
(f) which arises in respect of trading with suppliers of goods to any judgment, award or order or any tax liability for which an appeal or proceedings for review are being diligently pursued in good faith, provided that the affected member of the GroupBank Group shall have or will establish such reserves as may be required under applicable generally accepted accounting principles in respect of such judgment, award, order or tax liability;
(iiig) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Bank Group after the date of this AgreementOriginal Execution Date and subject to which such asset is acquired, provided thatif:
(Ai) the Security such Encumbrance was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since acquisition of such asset by a member of the date of, that acquisitionBank Group; and
(Cii) unless the Security Financial Indebtedness secured thereby is in favour of a government Financial Indebtedness of, or utility supplier and was required to be given as a condition is assumed by, the relevant acquiring member of the person who created Bank Group, is Financial Indebtedness which at all times falls within paragraph (g) or (j) of Clause 25.4 (Financial Indebtedness) and the Security being permitted to carry on business or being provided with utility supplies, it amount of Financial Indebtedness so secured is removed or discharged within six Months of the date of acquisitionnot increased at any time;
(vh) over any Security property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (e) of Clause 25.6 (Disposals), shall not exceed £100 million at any time;
(i) over or affecting any asset of any company which becomes a member of the Bank Group after the date of this AgreementOriginal Execution Date, where the Security such Encumbrance is created prior to the date on which that such company becomes a member of the Bank Group, provided thatif:
(Ai) the Security such Encumbrance was not created in contemplation of the acquisition of that such company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(Cii) unless to the Security is in favour extent not repaid by close of a government or utility supplier and was required to be given as a condition of business on the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that date upon which such company becoming became a member of the Bank Group, the Financial Indebtedness secured by such Encumbrance at all times falls within paragraph (g) or (j) of Clause 25.4 (Financial Indebtedness);
(j) constituted by a rent deposit deed entered into on arm’s length commercial terms and in the ordinary course of business securing the obligations of a member of the Bank Group in relation to property leased to a member of the Bank Group;
(vik) any Security created constituted by an arrangement referred to in paragraph (d) of the definition of Financial Indebtedness;
(l) which is granted over any assets the shares of, shares Indebtedness owed by or other interests held in, or debts over the assets (including, without limitation, present or other future revenues), attributable to a Project Company, a Bank Group Excluded Subsidiary or a Permitted Joint Venture;
(m) over cash deposited as security for the obligations of a Project Company securing Project Finance Debt member of that Project Companythe Bank Group in respect of a performance bond, guarantee, standby letter of credit or similar facility entered into in the ordinary course of business of the Bank Group;
(viin) which is created by any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager member of the joint venture Bank Group in substitution for any Existing Encumbrance referred to secure obligations owed to in paragraph (a)(ii) above, provided that the principal amount secured thereby may not be increased unless any one or more Encumbrance in respect of the other joint venturers and/or the manager such increased amount would be permitted under the joint venture or related agreementanother paragraph of this Clause 25.2;
(viiio) securing any Financial Indebtedness on a pari passu or junior ranking basis with respect to any part of the Facilities, provided that:
(i) the ratio of Consolidated Senior Net Debt to Consolidated Operating Cashflow (giving pro forma effect to any such Financial Indebtedness and the use of proceeds thereof) would be equal to, or less than, 3.00:1.00 (rounded to the second decimal number), provided that this limitation shall not apply to any Financial Indebtedness the proceeds of which are used to refinance (A) the Facilities (including any Additional Facility), (B) any Security Senior Secured Notes or (C) any other Financial Indebtedness which is secured by assets that are subject to the Security;
(ii) the proceeds of any such Financial Indebtedness shall not be used in payment of any dividends or distributions to the Ultimate Parent’s shareholders or any repurchase of capital stock of the Ultimate Parent; and
(iii) (A) any such Financial Indebtedness ranking pari passu with the Facilities outstanding on the Original Execution Date or any Financial Indebtedness that would have ranked pari passu with the Facilities outstanding on the Original Execution Date is subject to the Group Intercreditor Agreement and the HYD Intercreditor Agreement and (B) any such Financial Indebtedness which is secured on a junior ranking basis over assets subject to the Security, such junior ranking security shall be granted on terms where the rights of the relevant mortgagee, chargee or other beneficiary of such security in respect of any payment will be subordinated to the rights of the Relevant Finance Parties under an intercreditor agreement (providing for contractual subordination on terms comparable to the Loan Market Association’s form of intercreditor agreement at such time for mezzanine debt) and, in each case, the Relevant Finance Parties agree to execute such intercreditor agreement as soon as practicable following request from the Company; or
(p) securing indebtedness Financial Indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness Financial Indebtedness which has the benefit of Security given by any member of the Group, an Encumbrance other than any as permitted under pursuant to paragraphs (ia) to (viio) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time £330 million (or its equivalent in any other currency or currencies), including Financial Indebtedness:
(i) which may be secured on assets not subject to the Security; or
(ixii) which may be secured on a junior ranking basis over assets subject to the Security provided that such junior ranking security shall be granted on terms where the rights of the relevant mortgagee, chargee or other beneficiary of such security in respect of any Security approved by payment will be subordinated to the Majority Lendersrights of the Relevant Finance Parties under an intercreditor arrangement (providing for contractual subordination on terms comparable to the Loan Market Association’s form of intercreditor agreement at such time for mezzanine debt) and provided further that each of the Relevant Finance Parties agrees to execute such intercreditor agreement as soon as practicable following request from the Company.
Appears in 3 contracts
Sources: Senior Facilities Agreement (VMWH LTD), Senior Facilities Agreement (Virgin Media Inc.), Senior Facilities Agreement (Virgin Media Inc.)
Negative Pledge. (a) No Obligor shall (and the Company Guarantors shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company Guarantors shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets receivables on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Grouprecourse terms;
(ii) enter any title retention arrangement with respect to deferred payment terms of more than 90 days;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (aClauses 22.3(a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its or the Group’s banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatAgreement if:
(A1) the Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(B2) the principal amount thereby secured has not been increased in contemplation of, or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(C3) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of the date of acquisitionacquisition of such asset;
(viii) any Security over or affecting any asset of any company entity which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company entity becomes a member of the Group, provided thatif:
(A1) the Security was not created in contemplation of the acquisition of that companyentity;
(B2) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitionentity; and
(C3) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of that company entity becoming a member of the Group;
(iv) Securities arising by statute or imposed by operation of law which do not secure Financial Indebtedness;
(v) Securities to secure the performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, Governmental Agency contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business (except as security for Financial Indebtedness);
(vi) any Security created over any assets ofSecurities securing amounts in connection with workers’ compensation, shares in, or debts or unemployment insurance and other obligations types of a Project Company securing Project Finance Debt of that Project Companysocial security;
(vii) Securities on or over all or any Security part of the interest of any member of the Group in the form of cross charges over joint venture related assets granted any Joint Venture to other joint secure that member’s obligations and liabilities to its co-venturers and/or the manager or operator of the joint venture to secure obligations owed to any one Joint Venture or more their agent, including the revenues and assets derived by the member from, or employed by the member in, the Joint Venture, in favour of the other joint venturers and/or the manager under the joint venture or related agreementits co-venturers;
(viii) Securities to secure Financial Indebtedness in which a member of the Group has paid money or deposited securities with a trustee or depository pursuant to a Defeasance Arrangement;
(ix) Securities to secure the payment or repayment of Limited Recourse Debt or Non-Recourse Debt with respect to a project or development, provided that such Securities do not extend to any Security securing indebtedness the principal amount of which (when aggregated with assets other than:
(A) a Group member’s Project Property in respect of the principal amount project or development;
(B) all or any part of the Economic Interest of a member of the Group in a Project Vehicle and the rights and proceeds derived from that Economic Interest if:
(1) the assets of the Project Vehicle form part of or are directly connected with the project or development;
(2) those assets comprise all or substantially all of the assets of the Project Vehicle; and
(3) where that Economic Interest of the member of the Group which has created or proposed to create the Securities is an indirect Economic Interest held through interposed persons, the Economic Interest of each of those interposed persons in the Project Vehicle comprises all or substantially all of the assets of that person;
(C) any other asset of the Group member referred to in (A) or (B) if that other asset has a market value less than US$250,000; or
(D) any combination of the assets, Economic Interest, rights and proceeds referred to in (B)(1), (2) or (3) above;
(x) Securities for Taxes which are being contested in good faith and if a reserve or other appropriate provision, if any, as required by applicable generally accepted accounting principles has been made for the Taxes by the Group;
(xi) Securities in favour of an Obligor;
(xii) any attachment or judgment Securities, unless the judgment it secures is not discharged or execution stayed pending appeal, within 60 days after when it was entered, or is not discharged within 60 days after the expiration of any other indebtedness such stay;
(xiii) Securities in respect of receivables, inventory and related assets (including Securities securing payment of the receivables, contracts to buy inventory and the proceeds of such receivables, contracts and assets) in favour of any person which has are created:
(1) in connection with any facility or program (including a securitisation and related Derivative Transactions) under which funds have been provided to a member of the benefit Group on a non-recourse basis in exchange for all or any of Security given by any the receivables or inventory; and
(2) as security for the obligations of a member of the Group under the facility or program, payment of the receivables and/or payment of the inventory;
(xiv) Securities over documents of title, bills of lading and insurance policies in respect of goods or assets imported or exported in the ordinary course of business of a member of the Group, other than over the goods or assets and any permitted under paragraphs proceeds payable under, or from the disposal of, any of the foregoing assets which secures any Financial Indebtedness incurred by a member of the Group to acquire the goods or assets imported by it or to raise funds in respect of the goods or assets exported by it if the Financial Indebtedness is repaid within six months after it has been incurred;
(i) to (vii) above and (Bxv) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), Securities securing indebtedness the aggregate principal amount of which does not exceed 10% of Net Tangible Assets as shown in the most recent Financial Statements of the Group.
(d) Despite paragraph (c), the total amount secured by Securities referred to in sub-Clauses 22.3(c)(viii), (xiii) and (xv) will not exceed 10% of Net Tangible Assets as shown in the most recent Financial Statements of the Group.
(e) If, at any time, any Security described in clause 22.3(c)(ix) secures any debt which is not Limited Recourse Debt or Non-Recourse Debt, each Obligor must promptly (and, in any event, within 5 per cent. of Total Assets at Business Days) procure that time the Security is amended, released or discharged to the extent necessary to ensure that it secures only Limited Recourse Debt or Non-Recourse Debt (or its equivalent in any other currency both), and provide the Agent with evidence of such amendment, release or currencies); or
(ix) any Security approved by the Majority Lendersdischarge.
Appears in 2 contracts
Sources: Subscription Agreement (WMC Resources Inc), Subscription Agreement (WMC Resources Inc)
Negative Pledge. (aA) No Obligor shall (and the Company Borrower shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(bB) No Obligor shall (and the Company Borrower shall ensure that no other member of the Group will):
(i1) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii2) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(3) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii4) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(cC) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (aClause 19.3(A) and (bClause 19.3(B) above do not apply toto any Security or (as the case may be) Quasi-Security, listed below:
(i1) any Security comprising a cash collateral arrangements securing ancillary banking services;
(2) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balancesbalances of members of the Group but only so long as (i) such arrangement does not permit credit balances of Obligors to be netted or set off against debit balances of members of the Group which are not Obligors and (ii) such arrangement does not give rise to other Security over the assets of Obligors in support of liabilities of members of the Group which are not Obligors;
(ii3) any Security over goods and documents of title arising in the ordinary course of trading payment or retention of title arrangements and rights of close out netting or set-off arising in the ordinary course of trading with suppliers of goods arrangement pursuant to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased derivative transaction or its maturity extended;
(iv) any Security over or affecting any asset acquired foreign exchange transaction entered into by a member of the Group after which is permitted under Clause 19.5 (Financial Indebtedness), excluding any Security or Quasi-Security under a credit support arrangement;
(4) any Security or Quasi-Security existing on the date of this Agreement, provided that:
(A) Agreement which is approved by the Agent in writing and Security was not created in contemplation of that acquisitionor Quasi-Security arising under the Finance Documents;
(B5) the amount thereby secured has any Security or Quasi-Security for taxes, fees, assessments or other government charges or levies, either not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business delinquent or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisitioncontested in good faith and for which any Obligor maintains adequate reserves on its books;
(v6) purchase money Security or Quasi-Security on (i) Equipment acquired or held by any Obligor incurred for financing the acquisition of the Equipment securing no more than £50,000 in aggregate amount outstanding, or (ii) existing on Equipment when acquired, if the Security or Quasi-Security is confined to the property and improvements and the proceeds of the Equipment;
(7) any leases or sub-leases and non-exclusive licences or sub-licences granted in the ordinary course of any Obligor’s business, if the leases, sub-leases, licences and sub-licences permit granting the Security Agent Security or Quasi-Security;
(8) any Security created pursuant to a charge over deposit dated 10 July 2020 between Silicon Valley Bank and the Borrower;
(9) any Security over or affecting any asset of any company which becomes a member Quasi-Security incurred in the extension, renewal or refinancing of the Group after the date of this Agreementindebtedness secured by any Security or Quasi-Security in paragraphs (1) to (7) above, where the provided that any extension, renewal or replacement Security is created prior or Quasi-Security shall be limited to the date on which that company becomes a member of property encumbered by the Group, provided that:
(A) the existing Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Quasi-Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other such indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does shall not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies)increase; or
(ix10) any lien arising by operation of law and in the ordinary course of trading;
(11) any Security approved by or Quasi-Security granted with the Majority Lendersprior written consent of the Agent.
Appears in 2 contracts
Sources: Term Facility Agreement (Rockley Photonics Holdings LTD), Support Letter (Rockley Photonics Holdings LTD)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms (other than pursuant to securitisation programs of the Company's Group existing on the date hereof and of Target Group existing on the date the Company notifies the Agent that it has the effective control of Target (which date shall not be later than 3 Months following the date on which Target becomes a Subsidiary of the Company) and provided that the cash proceeds thereof is applied toward the mandatory prepayment of the Facilities where required in accordance with Clause 18.10 (Mandatory prepayment and cancellation from Net Cash Proceeds);
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a disclosed in the Original Financial Statements or listed in Schedule 9 (Existing Security) except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule;
(ii) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for or cash management (including hedging policies made in accordance with sound commercial practices on the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member basis of the Groupexisting Group policies) ;
(iii) any Security existing lien arising by operation of law and disclosed in writing to the Facility Agent prior to the date ordinary course of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedtrading;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatAgreement if:
(A) the Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(B) the principal amount thereby secured has not been increased in contemplation of, or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six 9 Months of the date of acquisitionacquisition of such asset if not otherwise permitted under this Clause 21.3;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided thatif:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six 9 Months of that company becoming a member of the GroupGroup if not otherwise permitted under this Clause 21.3;
(vi) any Security created over any assets of, shares in, or debts or other obligations in favour of a Project Company securing Project Finance Debt claimant or defendant in any action of that Project Companythe court or tribunal before whom such action is brought as security for costs or expenses where any member of the Group is actively prosecuting or defending such action by appropriate proceedings in the bona fide interests of the Group;
(vii) any Security created pursuant to any order of attachment, distraint, garnishee order, arrestment, adjudication or injunction or interdict restraining disposal of assets or similar legal process arising in connection with court proceedings, provided the same are not, in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager opinion of the joint venture Majority Lenders, adverse to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreementtheir interests;
(viii) any Security for taxes or assessments that are being actively contested in good faith by appropriate proceedings and for which adequate provisions are being maintained to the extent required by applicable principles;
(ix) any Security (a SUBSTITUTE SECURITY) which replaces any other Security permitted pursuant to this Clause and which secures an amount not exceeding the principal amount secured by such permitted Security at the time it is replaced together with any interest accruing on such amounts from the date such Substitute Security is created or arises any fees or expenses incurred in relation thereto provided that the existing Security to be replaced is released and all amounts secured thereby paid or otherwise discharged in full at or prior to the time of such Substitute Security being created or arising;
(x) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, Group other than any permitted under paragraphs (i) to (vii) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time EUR 100,000,000 (or its equivalent in any other another currency or currencies); or
) until the final Original Offer Settlement Date and EUR 250,000,000 (ixor its equivalent in another currency or currencies) any Security approved by the Majority Lendersthereafter.
Appears in 2 contracts
Sources: Facility Agreement (Sanofi Synthelabo Sa), Facility Agreement (Sanofi Synthelabo Sa)
Negative Pledge. (a) No Obligor Imperial shall (not, and the Company shall ensure procure that no other member of the Group will) , create or permit to subsist any Security over Interest on any of its present or future assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply toto the following Security Interests:
(i) any Security comprising a netting or set-off arrangement entered into lien arising solely by any member operation of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balanceslaw;
(ii) any Security Interest existing on or over goods the assets of any company at the time it becomes a member of the Group after the date of this Agreement, but only if:
(A) the Security Interest (and documents the indebtedness secured thereby) was not created in contemplation of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any company becoming a member of the Group; and
(B) the maximum principal amount of the indebtedness secured by the Security Interest is not subsequently increased;
(iii) any Security Interest existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased on or its maturity extended;
(iv) any Security over or affecting any an asset acquired by a member of the Group after the date of this Agreement, provided thatbut only if:
(A) the Security Interest (and the indebtedness secured thereby) was not created in contemplation of that the acquisition;; and
(B) the maximum principal amount thereby of the indebtedness secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless by the Security Interest is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisitionnot subsequently increased;
(viv) any Security Interest over or affecting any fixed asset of any company which becomes acquired by a member of the Group after the date of this AgreementAgreement as security for, where the Security is created prior or for indebtedness incurred to the date on which that company becomes a member finance or refinance (within six months of the Groupacquisition), provided that:
(A) all or part of the Security was not created in contemplation of consideration for the acquisition of that companyfixed asset;
(Bv) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the any Security is in favour of a government or utility supplier Interest arising over accounts with banks and was required to be given financial institutions as a condition result of the person who created the Security being permitted netting and set-off arrangements existing and/or arising from time to carry on business time with those banks and financial institutions which have extended or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a extend cash management facilities to any member of the Group;
(vi) any Security created Interest over any assets of, shares in, or debts or other obligations goods purchased by a member of a Project Company securing Project Finance Debt the Group in the ordinary course of that Project Companyits trade arising in favour of the relevant supplier by virtue of the supplier’s retention of title clause and which secures only the purchase price of the goods;
(vii) any Security in the form of cross charges over joint venture related assets security granted to other joint venturers and/or the manager by a member of the joint venture to secure obligations owed to any one or more Group (other than an Obligor) in favour of another member of the other joint venturers and/or the manager under the joint venture or related agreementGroup;
(viii) any Security securing indebtedness Interest over cash or credit balances on any account arising from the principal amount of which (when aggregated with (A) the principal amount customary general business conditions of any other indebtedness which has the benefit of Security given by credit institution with whom any member of the Group, Group maintains a banking relationship in the ordinary course of its business; and
(ix) any Security Interest (other than any Security Interests permitted under by paragraphs (i) to (viiviii) above) securing indebtedness not exceeding in aggregate £100,000,000 (or equivalent).
(c) If any Obligor creates or permits to subsist any Security Interest on any of its assets contrary to paragraph (a) above but subject to paragraph (b) above all the obligations of the Obligors under this Agreement shall automatically and (B) any immediately be secured upon the same assets, ranking at least pari passu with the other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lendersobligations secured on those assets.
Appears in 2 contracts
Sources: Finance Agreement, Credit Facilities Agreement (Imperial Tobacco Group PLC)
Negative Pledge. (a) No Obligor The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (and the Company shall ensure that no other member i) create, assume, incur, permit or suffer to exist any Lien on any Collateral Property or any direct or indirect ownership interest of the Group willBorrower in any Person owning any Collateral Property, now owned or hereafter acquired, except for Permitted Liens described in clauses (c), (g), (i) create and (j) of the definition of that term, (ii) create, assume, incur, permit or permit suffer to subsist exist any Security over Lien on other Collateral, or any direct or indirect ownership interest of the Borrower in any Person owning any other Collateral, except for Permitted Liens described in clauses (c), (g), (i) and (j) of the definition of that term, or (iii) create, assume, or incur any Lien (other than Permitted Liens) upon any of its other properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) No Obligor The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (and the Company shall ensure that no other member of the Group will):
than an Excluded Subsidiary) to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
agreement (iix) enter into or allow to subsist any arrangement under evidencing Indebtedness which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation ofBorrower, such Loan Party or such Subsidiary may create, incur, assume, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government permit or utility supplier and was required suffer to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date exist without violation of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above Agreement and (B) is secured by a Lien permitted to exist under the Loan Documents, and (y) which prohibits the creation of any other Financial Lien on only the property securing such Indebtedness permitted under Clause 22.6(b)(vias of the date such agreement was entered into; (ii) the organizational documents or other agreements binding on any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such Negative Pledge covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary)); (iii) an agreement relating to the sale of a Subsidiary or assets pending such sale, does not exceed 5 per cent. of Total Assets at provided that time (or its equivalent in any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale or (iv) a Negative Pledge contained in any agreement that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to those restrictions contained in the Loan Documents.; provided that, notwithstanding the foregoing, the Borrower shall not, and shall not permit any other currency Loan Party or currencies); or
(ix) any Security approved by other Subsidiary to, permit any Collateral Property or any direct or indirect ownership interest of the Majority LendersBorrower in any Person owning any Collateral Property to be subject to a Negative Pledge.
Appears in 2 contracts
Sources: Term Loan Agreement (Diversified Healthcare Trust), Credit Agreement (Diversified Healthcare Trust)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;; LD857960/50
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 2 contracts
Sources: Multicurrency Term and Revolving Facilities Agreement (Xstrata PLC), Multicurrency Term and Revolving Facilities Agreement (Xstrata PLC)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that Except as provided below, no other member of the Group will) may create or permit allow to subsist exist any Security over Interest on any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply to:
(i) any Security Interest constituted by the Security Documents;
(ii) any Security Interest granted to the Senior Lender in connection with the Senior Credit Agreement, but only to the extent such Security Interest is in respect of the personal property subject to the Security Documents;
(iii) any Security Interest listed in Schedule 3 (Security Interests) except to the extent the principal amount secured by that Security Interest exceeds the amount stated in that Schedule;
(iv) any Security Interest comprising a netting or set-off arrangement entered into by any a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiv) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;business; and
(iiivi) any Security existing and disclosed in writing to the Facility Agent prior to the date Interest on an asset, or an asset of this Agreement provided that the amount thereby securedany person, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) Agreement but only for the period of 6 months from the date of acquisition and to the extent that the principal amount secured by that Security was not created in contemplation of that acquisition;
(B) the amount thereby secured Interest has not been incurred or increased in contemplation of, or since since, the date of, that acquisition; and.
(Cc) unless the Security is in favour of a government or utility supplier and was required to be given as a condition No member of the person who created the Security being permitted to carry Group may:
(i) sell, transfer or otherwise dispose of any of its assets on business or being provided with utility supplies, terms where it is removed or discharged within six Months of the date of acquisition;
(v) any Security over may be leased to or affecting any asset of any company which becomes re-acquired or acquired by a member of the Group after the date or any of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture its related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies)entities; or
(ixii) sell, transfer or otherwise dispose of any Security approved by of its receivables on recourse terms, in circumstances where the Majority Lenderstransaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
Appears in 2 contracts
Sources: Credit Facility Agreement (Signature Eyewear Inc), Credit Facility Agreement (Signature Eyewear Inc)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security Interest over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into sell, transfer or allow to subsist otherwise dispose of any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accountsits receivables on recourse terms; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising Interest created under a netting or set-off arrangement entered into document listed in Schedule 6 (Existing Security) except to the extent the principal amount secured by any member of that Security Interests exceeds the Group amount stated in the ordinary course of its banking arrangements for the purpose of netting debit and credit balancesthat Schedule;
(ii) any Security over goods and documents of title arising in Interest created under the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the GroupSecurity Documents;
(iii) any Security existing and disclosed in writing Interest created under the Debt Securities Documents provided that equivalent Security is or has been granted to the Facility Agent prior to Finance Parties and such Security ranks at least pari passu with the date Security granted for the benefit of the creditors secured by way of a Security Interest created in reliance on this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedsubparagraph (iii);
(iv) any lien arising by operation of law and in the ordinary course of trading;
(v) any Security Interest arising under customary general business conditions of any bank with whom a member of the Group maintains a banking relationship in the ordinary course of business;
(vi) any Security Interest over or affecting any asset acquired (such Security existing at the time of acquisition of the relevant asset) by a member of the Group after the date of this Agreement, provided thatAgreement if:
(A) the Security Interest was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it Interest is removed or discharged within six Months months of the date of acquisitionacquisition of such asset, unless the value of the Security does not exceed €10,000,000 per each single acquisition or a total of €50,000,000 for all acquisitions in a financial year;
(vvii) any Security Interest over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security Interest is created prior to the date on which that company becomes a member of the Group, provided thatif:
(A) the Security Interest was not created in contemplation of the acquisition of that company;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it Interest is removed or discharged within six Months months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in unless the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager value of the joint venture to secure obligations owed to any one Security does not exceed €10,000,000 per each single acquisition or more a total of the other joint venturers and/or the manager under the joint venture or related agreement€50,000,000 for all acquisitions in a financial year;
(viii) any Security Interest arising in connection with a retention of title arrangement entered into in the ordinary course of business;
(ix) any Security Interest securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, Interest other than any permitted under paragraphs (i) to (viiviii) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. an aggregate maximum amount, at any time outstanding, prior to the end of Total Assets at that time the Clean-Up Period €75,000,000 and thereafter €100,000,000 (or its equivalent in any other another currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 2 contracts
Sources: Credit Facility Agreement (Merck Kgaa /Fi), Credit Facility Agreement (E. Merck oHG)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that Except as provided below, no other member of the Group will) may create or permit allow to subsist exist any Security over Interest on any of its assets.. Table of Contents
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply to:
(i) any Security Interest existing (or contemplated by the terms (as at the date of this Agreement) of any financing arrangement referred to in Clause 20.7(b)(ii) (Financial Indebtedness)) over any asset of a member of the Group or of Mittal Steel USA or any of its Subsidiaries as at the date of this Agreement, but only to the extent that:
(A) the principal amount secured by any such Security Interest is not increased;
(B) the maturity of any Financial Indebtedness secured by any such Security Interest is not extended; and
(C) any Financial Indebtedness secured by any such Security Interest is not refinanced, in each case after the date of this Agreement;
(ii) any Security Interest comprising a netting or set-off arrangement entered into by any a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods and documents Interest arising out of retention of title arising provisions in a supplier’s standard conditions of supply of goods where the goods in question are supplied on credit and acquired in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedbusiness;
(iv) any lien arising by operation of law and in the ordinary course of trading;
(v) any Security over Interest on an asset, or affecting an asset of any asset person, acquired by a member of the Group after the date of this Agreement, provided that:
(A) Agreement but only for the period of 6 months from the date of acquisition and to the extent that the principal amount secured by that Security was not created in contemplation of that acquisition;
(B) the amount thereby secured Interest has not been incurred or increased in contemplation of, or since since, the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations Interest on a rental deposit given on leasehold premises in the ordinary course of a Project Company securing Project Finance Debt of that Project Companytrading;
(vii) any Security in the form of cross charges over joint venture related assets granted Interest entered into pursuant to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreementa Finance Document;
(viii) any Security Interest securing Project Finance Indebtedness, but only to the extent that the Security Interest is created on an asset of the project being financed by the relevant Project Finance Indebtedness (and/or the shares in, and/or shareholder loans to, the company conducting such project where such company has no assets other than those relating to such project);
(ix) any hire purchase, lease or conditional sale agreement other than one which would, under the applicable generally accepted accounting principles for such member of the Group, be treated as a finance or capital lease;
(x) any Security Interest arising under clause 18 of the general terms and conditions (Algemene Voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇) or any similar term applied by a financial institution in the Netherlands pursuant to its general terms and conditions; Table of Contents
(xi) any Security Interest or right of set-off which may be imposed by an account bank under the terms of its standard account documentation;
(xii) any Security Interest on an asset held in Clearstream Banking, société anonyme or Euroclear Bank S.A./N.V. as operator of the Euroclear System, or any other securities depository or any clearing house pursuant to its standard terms and procedures applicable in the ordinary course of trading;
(xiii) any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as pre-judgment security for costs or expenses where any member of the Group is prosecuting or defending such action in the bona fide interest of the Group;
(xiv) any Security Interest created pursuant to any order of attachment, distraint, garnishee order, arrestment, adjudication or injunction or interdict restraining disposal of assets or similar legal process arising in connection with pre-judgment court proceedings where any member of the Group is prosecuting or defending such action in the bona fide interest of the Group;
(xv) any Security Interest on any Margin Stock (as defined in Clause 20.14(a) (ERISA) that exceeds 25 per cent. of the value of the total assets subject to paragraph (a) above at such time; and
(xvi) any Security Interest securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of a Security given by any member of Interest not allowed under the Group, other than any permitted under paragraphs (ipreceding sub-paragraphs) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 10 per cent. of Total Assets at that time (the book value of the consolidated assets of the Group or its equivalent in at any other currency or currencies); or
(ix) any Security approved by the Majority Lenderstime.
Appears in 2 contracts
Sources: Facilities Agreement (Mittal Steel Co N.V.), Facilities Agreement (Mittal Steel Co N.V.)
Negative Pledge. (a) No Except as provided below, no Obligor shall (other than the Parent) may, and the Company shall ensure procure that no Material Group Member or Security Provider (other member of the Group than TTM International) will) , create or permit allow to subsist exist any Security over Interest on any of its present or future assets.
(b) No Obligor shall (other than the Parent) may, and the Company shall ensure procure that no Material Group Member or Security Provider (other member of the Group than TTM International) will)::
(i) sell, transfer or otherwise dispose of any of its present or future assets on terms whereby they are where it is or may be leased to or re-acquired or acquired by an Obligor or any other a member of the GroupMaterial Group or any of its related entities;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an assetasset (present or future).
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security Interest constituted by the Security Documents or, if applicable, the Assignment Document;
(ii) any Security Interest comprising a netting or set-off arrangement entered into by any a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedtrading;
(iv) any Security over Interest on an asset, or affecting an asset of any asset person, acquired by a member of the Material Group after the date of this Agreement, provided that:
(A) Agreement but only to the extent that the principal amount secured by that Security was not created in contemplation of that acquisition;
(B) the amount thereby secured Interest has not been incurred or increased in contemplation of, or since since, the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over Interest on an asset, or affecting any an asset of any company which becomes person, acquired or to be acquired by a member Borrower to secure indebtedness raised for the purpose of financing or refinancing the Group after the date acquisition or development of this Agreement, where the Security is created prior that asset but only to the date on which extent that company becomes a member of the Group, provided that:
(A) principal amount secured by that Security Interest does not exceed the Security was not created in contemplation cost of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Groupdevelopment;
(vi) any Security created Interest over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;cash collateral required to be provided under this Agreement; and
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given Interest created by any a member of the GroupMaterial Group to secure Financial Indebtedness under Onshore PRC Bank Borrowing not exceeding RMB500,000,000 in aggregate.
(d) For the avoidance of doubt, any Security Interest constituted by the Security Documents (other than any permitted under paragraphs Security Over Receivables) may be shared between (i) to (vii) above the Finance Parties and (Bii) any other Financial Indebtedness permitted under Clause 22.6(b)(vi))party to a derivative transaction entered into with an Obligor in connection with this Agreement, does not exceed 5 per cent. of Total Assets at that time (protecting against or its equivalent benefiting from fluctuations in any other currency rate or currencies); or
price pursuant to the terms of an intercreditor agreement in form and substance satisfactory to the Security Trustee (ix) any Security approved by acting on the instructions of the Majority Lenders).
Appears in 2 contracts
Sources: Credit Agreement (TTM Technologies Inc), Credit Agreement (TTM Technologies Inc)
Negative Pledge. (aA) No Obligor Chargor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(bB) No Obligor shall (and the Company shall ensure that no other member of the Group will):Chargor shall:
(i1) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor a Chargor or any other member of the Group;
(ii2) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(3) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii4) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an assetasset(such arrangement or transaction being “Quasi-Security”).
(cC) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (aClauses 15.1(A) and (b15.1(B) above do not apply toto any Security or Quasi-Security listed or described below:
(i1) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii2) any Security over goods and documents lien arising by operation of title arising law or in the ordinary course of trading or retention business (including liens in respect of assets imposed by law, title arrangements and rights of retention, netting, set-off off, other encumbrances arising in the ordinary course as part of hedging, operation of bank accounts (including under a bank’s general terms and conditions) and trading with suppliers relationships or arising as part of goods to any member letter of the Groupcredit transactions, and rental deposits);
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv3) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatDeed if:
(Aa) the Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(Bb) the principal amount thereby secured has not been increased in contemplation of, or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(Cc) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months 6 months of the date of acquisitionacquisition of such asset;
(v4) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this AgreementDeed, where the Security is created prior to the date on which that company becomes a member of the Group, provided thatif:
(Aa) the Security was not created in contemplation of the acquisition of that company;
(Bb) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(Cc) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months 6 months of that company becoming a member of the Group;
(vi5) any Security or Quasi-Security created over or evidenced by any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project CompanyDocument;
(vii6) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager Quasi-Security arising under the joint venture or related agreementExisting Security Documents;
(viii7) any Security or Quasi-Security arising pursuant to court proceedings and assessments by authorities (including tax and environmental) being contested in good faith with appropriate reserves;
(8) any Security or Quasi-Security granted by a member of the Group in favour of a Chargor;
(9) any Security or Quasi-Security arising under hire purchase agreements, conditional sale arrangements in respect of goods supplied to a Chargor in the ordinary course of day-to-day business and under suppliers’ standard or usual terms or arrangements having similar effect;
(10) any Security or Quasi-Security in favour of tax or customs authorities in connection with the importation of goods;
(11) any Security or Quasi-Security over goods, inventory or documents of title where the shipment or storage price is financed by a documentary credit;
(12) cash cover relating to a letter of credit or by way of replacement for a letter of credit;
(13) any Security or Quasi-Security in relation to which the Lender has provided its consent; and
(14) any additional Security which exists in respect of any asset other than permitted under paragraphs (1) to (13) above securing indebtedness the outstanding principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), in aggregate does not at any time exceed 5 per cent. of Total Assets at that time USD 1,000,000 (or its equivalent in any other currency or currenciesequivalent); or
(ix) any Security approved by the Majority Lenders.
Appears in 2 contracts
Sources: Supplemental Security Agreement (Freeline Therapeutics Holdings PLC), Security Agreement (Freeline Therapeutics Holdings PLC)
Negative Pledge. (a) No Obligor (Other than any Security Interest arising from operation of law or pursuant to mandatory provisions of applicable law), the Borrower shall (and the Company Borrower shall ensure that no other member of the Group Acquisition SPV will) not create any Security Interest on the Acquisition Shares.
(b) Except as provided below, the Borrower shall (and the Borrower shall ensure that each Material Subsidiary will) not create or permit allow to subsist exist any Security over Interest on any of its assets.
(c) Paragraph (b) No Obligor shall above and paragraph (d) below do not apply to any Security Interest securing indebtedness the outstanding principal amount of which (when aggregated with the outstanding principal amount of any other indebtedness which has the benefit of Security given by the Borrower or any Material Subsidiary) does not exceed an amount equal to 600% of Shareholders’ Equity, by reference to the most recent consolidated annual financial statements of the Borrower.
(d) Subject to paragraphs (c) above, the Borrower may not (and the Company Borrower shall ensure that no other member each of the Group willMaterial Subsidiaries do not):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are where it is or may be leased to or re-acquired or acquired by an Obligor it or any other member of the Groupits related entities;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms (other than in its ordinary course of business);
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or each such individual transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 2 contracts
Sources: Facility Agreement (SK Ecoplant Co., Ltd.), Facility Agreement (SK Ecoplant Co., Ltd.)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that Except as provided below, no other member of the Group will) may create or permit allow to subsist exist any Security over Interest on any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):may:
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are where it is or may be leased to or re-acquired or acquired by an Obligor or any other a member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security Interest listed in Schedule 5 (Existing Security) except to the extent the principal amount secured by that Security Interest exceeds the amount stated in that Schedule;
(ii) any Security Interest comprising a netting or set-off arrangement entered into by any a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods lien arising by operation of law (or by an agreement evidencing a lien that would otherwise arise by operation of law) and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedbusiness;
(iv) any payment or close out netting or set-off arrangement pursuant to any hedging transaction permitted under Clause 20.7(b)(iv) (Financial Indebtedness);
(v) any Security over Interest on an asset, or affecting an asset of any asset person, acquired by a member of the Group after the date of this Agreement, provided that:
(A) Agreement but only for the period of 6 months from the date of acquisition and to the extent that the principal amount secured by that Security was not created in contemplation of that acquisition;
(B) the amount thereby secured Interest has not been incurred or increased in contemplation of, or since since, the date of, that acquisition; and
(C) unless acquisition and the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security Interest was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming asset by a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security Interest securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of a Security given by any member of Interest not allowed under the Grouppreceding sub-paragraphs) does not exceed the greater of: (A) £100,000,000 or its equivalent, other than any permitted under paragraphs (i) to (vii) above and (B) any other an amount equal to 10% of the net assets of the Company as shown in the audited consolidated financial statements of the Company most recently delivered to the Facility Agent pursuant to Subclause 18.1 (Financial Indebtedness permitted under Clause 22.6(b)(vi)statements), does not exceed 5 per cent. at any time;
(vii) any pledge of Total Assets at goods, the related documents of title and/or other related documents arising or created in the ordinary course of its business as security to a bank or financial institution for financial obligations directly relating to the goods or documents on or over which that time pledge exists;
(or viii) any Security Interest arising out of title retention provisions in a supplier’s standard conditions of supply of goods acquired by it in the ordinary course of its equivalent in any other currency or currencies); orbusiness;
(ix) any Security approved Interest arising pursuant to an order of attachment, distress, garnishee or injunction restraining disposal of assets or similar legal process arising in connection with court proceedings being contested by the relevant member of the Group in good faith and which in any event is discharged within 60 days;
(x) any Security Interest over the shares or capital in the debtor of Non-Recourse Indebtedness;
(xi) any Security Interest (Replacement Security Interest) created to replace or renew or in substitution for any Security Interest otherwise permitted (Prior Security Interest) where the Replacement Security Interest is granted in respect of the same asset as the Prior Security Interest and does not secure an amount in excess of the amount secured by the Prior Security Interest;
(xii) any Security Interest over contracts entered into in the ordinary course of business for the supply of goods and/or services and over assets employed in the performance of those contracts, to secure counter-indemnity obligations in respect of any bond, guarantee, letter of credit or other instrument having a similar effect, in each case, issued in respect of obligations under or in connection with the performance of those contracts;
(xiii) any Security Interest over or any arrangement described in paragraph (b) above in respect of Unrestricted Margin Stock; or
(xiv) any other Security Interest created or outstanding with the prior consent of the Majority LendersBanks.
Appears in 2 contracts
Sources: Credit Facilities Agreement (Amec PLC), Credit Facilities Agreement (Amec PLC)
Negative Pledge. (a) No Obligor shall (and the Company Borrower shall ensure that no other member of the Borrower Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company Borrower shall ensure that no other member of the Borrower Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member Affiliate of the Groupan Obligor;
(ii) enter into or allow permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into or permit to subsist any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company Borrower shall ensure that no other member of the Borrower Group will) sell, transfer or otherwise dispose of any of its receivables on recourse termsreceivables, except as permitted by the Finance Documents.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or setPermitted Security;
(ii) up to first Utilisation Date, the Existing Facilities Security;
(iii) any Permitted FF&E Security;
(iv) any Permitted Aircraft/Watercraft Security;
(v) any Purchase Money Security; or
(vi) any RP/CP Hivedown Security.
(e) Paragraphs (a) and (b) above do not apply to sale-off arrangement lease back transactions:
(i) entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balancesBorrower Group;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods respect to any member of the Group;FF&E; and
(iii) in an aggregate principal amount with respect to any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby securedsuch lease at any one time outstanding, as so disclosedtaken together with all Permitted FF&E Indebtedness (without duplication), is does not thereafter increased or its maturity extended;exceed S$600,000,000.
(ivf) Paragraph (c) above does not apply to:
(i) any Security over or affecting any asset acquired sale of receivables by a member of the Borrower Group after the date of this Agreement, provided that:for cash for fair market value; or
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(vii) any Security over or affecting any asset cash monetization of any company which becomes rental payments by a member of the Group after the date of this AgreementBorrower Group, in each case, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:cash proceeds are treated as Integrated Resort Revenues.
(Ag) The Security Trustee shall (and is hereby instructed by the Security was not created in contemplation of the acquisition of that company;
(BLenders to) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) release any Security created by the Security Documents over the separate strata title issued for the Retail Properties and/or Car Park (or relevant parts thereof), which is to be made subject to any assets ofRP/CP Hivedown Security, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in at the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager cost and expense of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority LendersBorrower.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Las Vegas Sands Corp), Facility Agreement (Las Vegas Sands Corp)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that Except as provided below, no other member of the Group will) may create or permit allow to subsist exist any Security over Interest on any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):may:
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are where it is or may be leased to or re-acquired or acquired by an Obligor or any other a member of the GroupGroup or any of its related entities;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an assetasset (collectively Quasi Security).
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security Interest given by a member of the Indian Group to secure debt falling within paragraph (f) of the definition of Permitted Financial Indebtedness in Clause 1.1 (Definitions);
(ii) any Security Interest set out in Schedule 9 (Existing Security) except to the extent the principal amount secured by that Security Interest exceeds the amount stated in that Schedule;
(iii) any Security Interest comprising a netting or set-off arrangement entered into by any a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiv) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Groupbusiness;
(iiiv) any Security existing and disclosed in writing to the Facility Agent prior to the date Interest or Quasi Security on an asset, or an asset of this Agreement provided that the amount thereby securedany person, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) Agreement but only for the period of 6 months from the date of acquisition and to the extent that the principal amount secured by that Security was not created in contemplation of that acquisition;
(B) the amount thereby secured Interest has not been incurred or increased in contemplation of, or since since, the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of Interest under a Project Company securing Project Finance Debt of that Project CompanyDocument;
(vii) any Quasi-Security in the form arising as a result of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager a disposal which is permitted under the joint venture or related agreementClause 20.6 (Disposals);
(viii) any Security Interest created with the consent of the Majority Lenders; and
(ix) any Security Interest not allowed under the preceding sub-paragraphs securing indebtedness of the Group the outstanding principal amount of which (when aggregated with (A) the outstanding principal amount of any other indebtedness which has the benefit of a Security given by Interest not allowed under the preceding sub-paragraphs) does not exceed, at any member time, $40,000,000 (of which not more than $20,000,000 shall be attributable to any Security Interest securing indebtedness of the Adjusted Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Eros International PLC)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member Until such time as all of the Group willpayment Obligations of the Borrower have been Performed in full, Borrower agrees not to pledge, encumber or assign (either collaterally or outright) create (or permit such pledge, encumbrance or assignment) to subsist any Security over Person or grant to any of its assets.
Person (bor permit the granting to any Person) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank lien on or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, security interest in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting developer or set-off arrangement entered into by any member declarant's rights under the Timeshare Declaration other than in favor of the Group Lender (unless an intercreditor agreement, in the ordinary course of its banking arrangements for the purpose of netting debit form and credit balances;
substance reasonably satisfactory to Lender and such other lender, is executed, addressing such developer or declarant's rights), (ii) any Security over goods contracts, licenses, permits, plans or other intangibles used in connection with the Property, the marketing and documents sale of title arising in Timeshare Inventory and/or the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member management and/or operations of the Group;
Property, (iii) the Reservation System (except that a non-exclusive license to use the Reservation System granted to any Security existing and disclosed Person, including Lender, shall not be deemed a pledge, encumbrance or assignment (either collaterally or outright) or the granting of a lien or security interest in writing to the Facility Agent prior to the date violation of this Agreement provided that the amount thereby securedsubsection 6.2(e)), as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting property management agreements in any asset acquired by a member of way relating to the Group after Property, including, without limitation, the date of this Timeshare Management Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation ofand all replacements and substitutions thereof, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over sales or affecting any asset marketing agreements in effect from time to time concerning the sale and marketing of any company which becomes a member of Timeshare Inventory at the Group after the date of this AgreementProperty, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, other agreements now or debts hereafter in existence related to the development or other obligations operation of a Project Company securing Project Finance Debt of that Project Company;
timeshare project at the Property, including management, marketing, maintenance and service contracts, (vii) any Security in intangibles, licenses and permits with respect to the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one Property; or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness right to vote on matters with respect to which owners of Timeshare Inventory may vote, and Borrower shall not grant any proxy rights in that regard. The aforementioned negative pledge shall be included within the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above financing statements that are filed and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per centrecorded against Borrower. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.6284.345.1224403.10 39 4/16/2018
Appears in 2 contracts
Sources: Acquisition Loan and Security Agreement (BBX Capital Corp), Acquisition Loan and Security Agreement (Bluegreen Vacations Corp)
Negative Pledge. (a) No Obligor The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (and the Company shall ensure that no other member i) create, assume, incur, permit or suffer to exist any Lien on any Collateral Property or any direct or indirect ownership interest of the Group willBorrower in any Person owning any Collateral Property, now owned or hereafter acquired, except for Permitted Liens described in clauses (c), (g), (i) create and (j) of the definition of that term, (ii) create, assume, incur, permit or permit suffer to subsist exist any Security over Lien on other Collateral, or any direct or indirect ownership interest of the Borrower in any Person owning any other Collateral, except for Permitted Liens described in clauses (c), (g), (i) and (j) of the definition of that term, or (iii) create, assume, or incur any Lien (other than Permitted Liens) upon any of its other properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.
(b) No Obligor The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (and the Company shall ensure that no other member of the Group will):
than an Excluded Subsidiary) to, enter into, assume or otherwise be bound by any Negative Pledge except for a Negative Pledge contained in (i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
agreement (iix) enter into or allow to subsist any arrangement under evidencing Indebtedness which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation ofBorrower, such Loan Party or such Subsidiary may create, incur, assume, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government permit or utility supplier and was required suffer to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date exist without violation of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above Agreement and (B) is secured by a Lien permitted to exist under the Loan Documents, and (y) which prohibits the creation of any other Financial Lien on only the property securing such Indebtedness permitted under Clause 22.6(b)(vias of the date such agreement was entered into; (ii) the organizational documents or other agreements binding on any Subsidiary that is not a Wholly Owned Subsidiary (but only to the extent such Negative Pledge covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary)); (iii) an agreement relating to the sale of a Subsidiary or assets pending such sale, does not exceed 5 per cent. of Total Assets at provided that time (or its equivalent in any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale or (iv) a Negative Pledge contained in any agreement that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to those restrictions contained in the Loan Documents; provided that, notwithstanding the foregoing, the Borrower shall not, and shall not permit any other currency Loan Party or currencies); or
(ix) any Security approved by other Subsidiary to, permit any Collateral Property or any direct or indirect ownership interest of the Majority LendersBorrower in any Person owning any Collateral Property to be subject to a Negative Pledge.
Appears in 2 contracts
Sources: Credit Agreement (Diversified Healthcare Trust), Credit Agreement (Diversified Healthcare Trust)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi23.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 2 contracts
Sources: Debt Bridge Facility Agreement (Xstrata PLC), Debt Bridge Facility Agreement (Xstrata PLC)
Negative Pledge. (a) No Obligor shall (and the Company each Obligor shall ensure that no other member none of the Group its Subsidiaries will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company each Obligors shall ensure that no other member of the Group its Subsidiaries will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms other than to the German Borrower and where such transaction is not otherwise prohibited by this Agreement;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a listed in Schedule 7 (Existing Security) (including any Security which has been Refinanced provided that the assets subject to such Security have not materially changed in any way) except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule;
(ii) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods and documents of title arising entered into in the ordinary course of trading business under customary general business conditions;
(iv) any lien arising by operation of law or retention of title arrangements regulatory requirement and rights of set-off arising in the ordinary course of trading with suppliers business and not as a result of goods to any member of the Groupa default howsoever described;
(iiiv) any Security existing arising by operation of law in favour of any government, state or local authority in respect of Taxes which are either (a) not yet due and disclosed unpaid or (b) being contested in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedgood faith by appropriate proceedings and for which adequate reserves have been made;
(ivvi) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatAgreement if:
(A1) the Security was not created in contemplation of the acquisition of that acquisition;asset by a member of the Group; and
(B2) the principal amount thereby secured has not been increased in contemplation of, or since the date of, acquisition of that acquisition; and
(C) unless the Security is in favour of asset by a government or utility supplier and was required to be given as a condition member of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisitionGroup;
(vvii) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided thatif:
(A1) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C2) unless the Security is principal amount secured has not increased in favour contemplation of a government or utility supplier and was required to be given as a condition of since the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months acquisition of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreementcompany;
(viii) the Transaction Security;
(ix) any Security which has been approved in writing by the Majority Lenders;
(x) any Security incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, including any Security securing letters of credit issued in the ordinary course of business in accordance with past practice;
(xi) any Security over assets of the Norwegian Borrower 2 acquired with Financial Indebtedness permitted under paragraph (k) of the definition of Permitted Financial Indebtedness provided that such Security is removed upon the full discharge of the relevant Permitted Financial Indebtedness incurred to finance the payment of the purchase price for such asset; or
(xii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, Group other than any permitted under paragraphs (i) to (viiix) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or EUR 5,000,000 its equivalent in any other another currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 2 contracts
Sources: Facility Agreement (Nl Industries Inc), Second Amendment Agreement (Kronos International Inc)
Negative Pledge. (a) No Obligor The Borrower shall not (and the Company shall ensure procure that no other member none of the Group willits Subsidiaries shall) create or permit to subsist any Security over any of its assets.
(b) No Obligor For the purposes of this Paragraph 24 (Negative pledge), the term Security shall also include any arrangement or transaction on assets or receivables or money (and such as the Company shall ensure that no other member of the Group will):
(i) sellsale, transfer or otherwise dispose other disposal of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor the Borrower or any of its Subsidiaries, the sale, transfer or other member disposal of the Group;
(ii) enter into any receivables on recourse terms or allow to subsist any arrangement under which money or the benefit of a bank account or other account may be applied, set-applied or set off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, ) in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness credit or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Sub-Paragraph (a) and (b) above do does not apply to:to any Security, listed below (“Permitted Security”):
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balancesbalances and any Security arising under general business;
(ii) any Security over goods and documents conditions (Allgemeine Geschäftsbedingungen) of title arising in the ordinary course of trading banks or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Groupfinancial institutions;
(iii) any payment or close out netting or set-off arrangement pursuant to any Permitted Hedging, but excluding any Security existing and disclosed under a credit support arrangement in writing relation to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendeda hedging transaction;
(iv) any Security arising by operation of law and in the ordinary course of trading;
(v) any Security over or affecting any asset acquired by a member of the Group Company after the date of this Agreement, provided thatContract if:
(A1) the Security was not created in contemplation of the acquisition of that acquisitionasset by a Group Company;
(B2) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitionasset by a Group Company; and
(C3) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months [*****] months of the date of acquisitionacquisition of such asset;
(vvi) any Security over or affecting any asset of any company which becomes a member of the Group Company after the date of this AgreementContract, where the Security is created prior to the date on which that company becomes a member of the GroupGroup Company, provided thatif:
(A1) the Security was not created in contemplation of the acquisition of that company;
(B2) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(C3) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months [*****] of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Group Company;
(vii) any Security in the form of cross charges over joint venture related assets granted entered into pursuant to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreementthis Contract;
(viii) any Security securing indebtedness provided with the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member prior written consent of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); orBank;
(ix) any Security approved arising under any retention of title (including extended retention of title (verlängerter Eigentumsvorbehalt)), hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a Group Company in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any Group Company;
(x) in respect of the Majority LendersProperty to the extent restrictions on further charges are prohibited by Section 1136 BGB;
(xi) in respect of the Property interests, rights, easements or other matter whatsoever evidenced in section II of the land register (Grundbuch) as reflected in the copy of the land register excerpt (Grundbuchauszug) provided to the Bank;
(xii) any Security created or subsisting in order to comply with Section 8a of the German Altersteilzeitgesetz (AltTZG) or pursuant to Section 7e of the German Social Law Act No. 4 (Sozialgesetzbuch IV); or
(xiii) any contractor’s lien arising by operation of law (Werkunternehmerpfandrecht) in connection with repairs and maintenance work and any landlord’s pledge (Vermieterpfandrecht) arising by operation of law under a lease in favour of the relevant third party landlord.
Appears in 2 contracts
Negative Pledge. (a) No Obligor shall (and the Company each Obligor shall ensure that no other member of the Group will) create or permit to subsist any Security over any none of its assets.Subsidi-
(b) No Obligor shall (and the Company each Obligors shall ensure that no other member of the Group its Subsidiar- ies will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms other than to the German Borrower and where such transaction is not otherwise prohibited by this Agreement;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effecteffect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a listed in Schedule 7 (Existing Security) (including any Security which has been Refinanced provided that the assets subject to such Security have not materially changed in any way) except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule;
(ii) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods and documents of title arising entered into in the ordinary course of trading business under customary general business conditions;
(iv) any lien arising by operation of law or retention of title arrangements regulatory requirement and rights of set-off arising in the ordinary course of trading with suppliers business and not as a result of goods to any member of the Groupa default howsoever described;
(iiiv) any Security existing arising by operation of law in favour of any gov- ernment, state or local authority in respect of Taxes which are either (a) not yet due and disclosed unpaid or (b) being contested in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedgood faith by appropriate proceedings and for which adequate reserves have been made;
(ivvi) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatAgreement if:
(A1) the Security was not created in contemplation of the acquisition of that acquisition;asset by a member of the Group; and
(B2) the principal amount thereby secured has not been increased in contemplation of, or since the date of, acquisition of that acquisition; and
(C) unless the Security is in favour of asset by a government or utility supplier and was required to be given as a condition member of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisitionGroup;
(vvii) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company company becomes a member of the Group, provided thatif:
(A1) the Security was not created in contemplation of the acquisition of that company; and
(2) the principal amount secured has not increased in contemplation of or since the acquisition of that company;
(Bviii) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the GroupTransaction Security;
(viix) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Companywhich has been approved in writing by the Majority Lenders;
(viix) any Security incurred or deposits made in the form ordinary course of cross charges over joint venture related assets granted to business in connection with workers' compensation, unemployment insurance and other joint venturers and/or types of social security, including any Security securing letters of credit issued in the manager ordinary course of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreementbusiness in accordance with past practice;
(viiixi) any Security over assets of the Norwegian Borrower 2 acquired with Financial Indebtedness permitted under paragraph (k) of the definition of Permitted Financial Indebtedness provided that such Security is removed upon the full discharge of the relevant Permitted Financial Indebtedness incurred to finance the payment of the purchase price for such asset; or
(xii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness indebtedness which has the benefit of Security given by any member of the Group, Group other than any permitted under paragraphs (i) to (viiix) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or EUR 5,000,000 its equivalent in any other another currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 2 contracts
Sources: Facility Agreement (Kronos International Inc), Facility Agreement (Kronos International Inc)
Negative Pledge. (a) No Obligor Subject to paragraph (b) below, the Company shall not (and the Company shall ensure that no other member of the Group Company will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no assets other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply tothan:
(i) any Security comprising a created under any Finance Document;
(ii) any Security arising by operation of law or in the ordinary course of trade;
(iii) any Security granted in the ordinary course of trade over accounts created pursuant to any deposit or retention of purchase price arrangements;
(iv) any netting or set-off arrangement entered into by any member of the Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents balances of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisitionCompanies;
(v) any Security over or affecting any an asset of a Group Company established to hold assets of any share option scheme of the Group securing any loan from a Group Company to finance the acquisition of such assets;
(vi) any Security over an asset of a Group Company, or any company which becomes a member Group Company, to secure Financial Indebtedness incurred by such company for the purpose of purchasing that asset or of refinancing any such Financial Indebtedness where recourse for that Financial Indebtedness is limited solely to such Security, provided that such Security secures Financial Indebtedness, the aggregate outstanding principal amount of which does not exceed Euro 50,000,000 (or its equivalent in any currency or currencies) at any time;
(vii) any Security over treasury shares in a Group Company which have been purchased pursuant to a share buy-back scheme;
(viii) any Security over or affecting any property or asset of a Group Company after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the GroupGroup Company, provided thatif:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the principal amount thereby secured has not increased in contemplation of or since the acquisition of that company; and
(C) the Security is removed or discharged within three months of that company becoming a Group Company;
(ix) any Security over or affecting any property or asset acquired by a Group Company after the date of this Agreement if:
(A) the Security was not created in contemplation of the acquisition of that asset by a Group Company;
(B) the principal amount secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitionasset by a Group Company; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months three months of the date of acquisition of such asset;
(x) any Security listed in Part I of Schedule 9 (Existing Security, Guarantees and Intercompany Loans) where the principal amount secured has not been increased since the date of this Agreement unless expressly permitted by the terms of this Agreement;
(xi) any Security granted by a Group Company over trade receivables as part of any invoice discounting, factoring or securitisation arrangement which trade receivables have a maturity of less than 364 days where the aggregate principal amount of Financial Indebtedness secured by such Security does not exceed Euro 600,000,000 (or its equivalent in any currency or currencies) provided that company becoming to the extent security created pursuant to paragraph (xvi) below is security for a securitisation, the amount referred to herein shall be decreased by the principal amount of the securitisation secured by such Security;
(xii) any Security granted by a Group Company (other than an Obligor) in favour of another Group Company or Security granted by an Obligor in favour of another Obligor, provided that no Non-Obligor Chargor or member of the GroupGuarantor Coverage Group may grant any Security in favour of, or for the benefit of, a Sappi Manufacturing Group Company;
(vixiii) any retention or extended retention of title, hire purchase or conditional sale arrangements or other arrangements having the same effect and rights of set-off arising in the ordinary course of trade with suppliers of goods and services to any Group Company and if arising as a result of any default or omission by any Group Company, which does not subsist for a period of more than 90 days;
(xiv) any Security granted with the prior consent of the Majority Lenders;
(xv) any Security granted in favour of a Senior Creditor to the extent that such Security secures all Senior Creditors on a pari passu basis and is otherwise permitted under the terms of the Intercreditor Agreement;
(xvi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Companythe M-Real Trade Receivables to secure Financial Indebtedness permitted under Clause 22.9 (Financial Indebtedness);
(viixvii) any Bond Only Security (as defined in the Intercreditor Agreement); and
(xviii) any Security in the form not falling within any of cross charges paragraphs (i) to (xvii) above over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness an asset which secures indebtedness, the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, Group Company (other than any permitted under Security falling within paragraphs (i) to (viixvii) above and (Binclusive)) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time Euro 50,000,000 (or its equivalent in any other currency or currencies); or) at any time.
(ixb) The Company shall procure that no Sappi Manufacturing Group Company will create or permit to subsist any Security approved over any of its assets for Sappi Manufacturing Group Indebtedness other than Security permitted under sub-paragraphs (ii) (arising by the Majority Lendersoperation of law only), (iv), (viii), (ix), (x), (xi), (xii), (xiv) or (xviii) of paragraph (a) above.
Appears in 2 contracts
Sources: Credit Agreement (Sappi LTD), Credit Agreement (Sappi LTD)
Negative Pledge. (a) No Each Obligor shall (not, and the Company shall ensure procure that no other member of the Group Company will) , create or permit to subsist any Security over all or any of its assetsassets in respect of Borrowings.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply to:
(i) any Security comprising created or subsisting with the prior written consent of the Majority Lenders;
(ii) any lien or rights of set-off arising by operation of law or in the ordinary course of business;
(iii) any Security over any assets of a Group Company existing at the time that company becomes a Group Company provided that: Back to Contents
(A) the company is not a Group Company at the date of this Agreement;
(B) the Security is not created in contemplation of that company becoming a Group Company;
(C) the Security remains confined to the asset(s) it covered at the date the company became a Group Company; and
(D) to the extent that the amount secured has been increased, such Security shall not fall within this sub-paragraph (iii);
(iv) any Security arising pursuant to a Cash-backed Borrowing;
(v) any Security referred to in paragraph (a)(ii) of the definition of "Project Borrowing" in Clause 1.1 (Definitions) or any Security over the assets of a Project Borrower created by such Project Borrower, provided that this paragraph (v) shall not permit any Security to be created by or subsist over all or any of the assets of the Company;
(vi) any netting or set-off arrangement entered into by any member of the Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iivii) any Security over goods and documents of title arising in the ordinary course of trading netting or retention of title arrangements and rights of set-off arising arrangement entered into by any Group Company in the ordinary course of trading connection with suppliers of goods to any member Borrowing specified in paragraph (e) of the Groupdefinition thereof, in connection with the netting of transactions across a single master agreement (or any equivalent) and the close-out or termination of any transaction thereunder, but excluding for the avoidance of doubt the granting of any collateral or credit or cash support in relation thereto;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(ivviii) any Security over or affecting any asset acquired by a member of the Group Company after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, Agreement provided that:
(A) the Security was not created in contemplation of the acquisition of that company;asset by a Group Company; and
(B) to the extent that the principal amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months acquisition of that company becoming asset by a member of the GroupGroup Company has been increased, such Security shall not fall within this sub-paragraph (vii);
(viix) any title transfer, conditional sale or retention of title arrangement entered into by any Group Company in the ordinary course of business;
(x) any Security created by SNT Group NV or any of its Subsidiaries;
(xi) any Security (a "substitute Security") which replaces any other Security permitted under sub-paragraphs (i) to (viii) (inclusive) above (an "existing Security") to the extent that the Security secures an amount not exceeding the principal amount secured by such existing Security at the time it is replaced provided that (1) the existing Security to be replaced is released and all amounts secured thereby are paid or otherwise discharged in full at or Back to Contents prior to the time of such substitute Security being created or arising and (2) such substitute Security does not extend to cover assets not previously subject to that existing Security; or
(xii) any other Security created or outstanding, but only if the aggregate principal amount of Borrowings secured by all Security created or outstanding under this exception on or over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than when taken together with the aggregate principal amount of unsecured Borrowings pursuant to Clause 21.7(l) (Subsidiary Borrowings) does not at any permitted under paragraphs time exceed euro 2,600,000,000.
(c) The Company shall supply to the Facility Agent, within 5 Business Days of a request by the Facility Agent, a certificate signed by an Executive Officer certifying:
(i) to the amount of the aggregate Borrowings secured by all Security falling within Paragraph (viib)(xii) above and above; and
(Bii) any other Financial Indebtedness permitted under the amount of the aggregate Borrowings falling within Paragraph (l) of Clause 22.6(b)(vi)21.7 (Subsidiary Borrowings), does not exceed 5 per cent. as at the date of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority LendersFacility Agent’s request.
Appears in 2 contracts
Sources: Syndicated Revolving Credit Agreement (Koninklijke KPN N V), Syndicated Revolving Credit Agreement (Koninklijke KPN N V)
Negative Pledge. (a) No Obligor Subject to paragraph (c) below, the Company shall not (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor Subject to paragraph (c) below, the Company shall not (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement intended to have and having a similar substantially the same commercial effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off or lien arrangement (including, but not limited to, cash pooling arrangements), entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Grouptrading;
(iii) any Security existing and disclosed lien created by a Subsidiary in writing favour of a bank in the ordinary course of its banking arrangements pursuant to the Facility Agent prior to the date standard banking terms of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedbusiness;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatAgreement if:
(A) I. the Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(B) II. the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(C) unless III. the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six three Months of the date of acquisitionacquisition of such asset;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided thatif:
(A) I. the Security was not created in contemplation of the acquisition of that company;
(B) II. the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(C) unless III. the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six three Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations with the prior written consent of a Project Company securing Project Finance Debt of that Project Companythe Lender and the Guarantor;
(vii) any Security over goods and documents of title to goods arising in the form ordinary course of cross charges over joint venture related assets granted to other joint venturers and/or letter of credit transactions entered into in the manager ordinary course of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;trading; or
(viii) any Security securing indebtedness and/or any sale and leaseback involving an asset or assets the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by and/or any member of the Group, sale and leaseback involving an asset or assets other than any permitted under paragraphs (i) to (vii) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time £25,000,000 (or its equivalent in any other another currency or currencies); or
(ix) outstanding at any Security approved by the Majority Lenderstime.
Appears in 2 contracts
Sources: Facility Agreement (Best Buy Co Inc), Facility Agreement (Best Buy Co Inc)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that Except as provided below, no other member of the Group will) may create or permit allow to subsist exist any Security over Interest on any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):may:
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are where it is or may be leased to or re-acquired or acquired by an Obligor or any other a member of the GroupGroup or any of its related entities;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising Interest listed in Schedule 6 (Existing Security and Financial Indebtedness) and any renewal or replacement of any such Security Interest, except to the extent the principal amount secured by that Security Interest exceeds the amount stated in that Schedule;
(ii) any lien arising by operation of law and in the ordinary course of trading (including pursuant to a supplier’s standard or usual terms);
(iii) any Security Interest arising under any retention of title, conditional sale arrangements or arrangements having similar in respect of goods supplied to a member of the Group in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Group;
(iv) any Security Interest on an asset, or an asset of any person, acquired by a member of the Group after the date of this Agreement but only for the period of 12 months from the date of acquisition and to the extent that the principal amount secured by that Security Interest has not been incurred or increased in contemplation of, or since, the acquisition;
(v) any Security Interest arising under clause 24 or clause 25 of the general terms and conditions (algemene bankvoorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇) or any similar term applied by a financial institution pursuant to its general terms and conditions;
(vi) any Security Interest created by a member of the Group in favour of and for the exclusive benefit of an Obligor, provided that the benefit of that Security Interest is not assigned or transferred by the Obligor in favour of which such Security Interest is created to any person;
(vii) any Security Interest provided in substitution for any Security Interest which is permitted under paragraph (i) above, over the same assets;
(viii) any cash pooling, netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) balances of members of the Group and any Security Interest created over goods and documents of title arising credit balances in the Group’s bank accounts or other cash equivalents in the ordinary course of trading the Group’s banking arrangements for the purposes of such cash pooling, netting or retention of title arrangements and rights of set-off arising arrangement and any Security Interest created over rights of recourse and subrogation of any member of the Group in connection with such member’s joint and several liability in the ordinary course of trading with suppliers of goods the Group’s banking arrangements; and
(ix) any payment or close out netting or set-off arrangement pursuant to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired hedging transaction entered into by a member of the Group after for the date of this Agreement, provided thatpurpose of:
(A) hedging any risk to which any member of the Security was not created Group is exposed in contemplation its ordinary course of that acquisition;trading; or
(B) its interest rate or currency management operations which are carried out in the amount thereby secured has not been increased ordinary course of business, in contemplation ofeach case, or since the date of, that acquisitionfor non-speculative purposes only; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(vx) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security Interest securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of a Security given by any member of Interest not allowed under the Group, other than any permitted under paragraphs (ipreceding sub-paragraphs) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not at any time exceed 5 an amount equal to 15 per cent. of the Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority LendersConsolidated Assets.
Appears in 2 contracts
Sources: Revolving Credit Facility (Sara Lee Corp), Revolving Credit Facility (D.E Master Blenders 1753 B.V.)
Negative Pledge. (a) No Except as provided below, no Obligor shall (may, and the Company shall ensure procure that no other member of the Material Group Member will) , create or permit allow to subsist exist any Security over Interest on any of its present or future assets.
(b) No Obligor shall (may, and the Company shall ensure procure that no other member of the Material Group Member will)::
(i) sell, transfer or otherwise dispose of any of its present or future assets on terms whereby they are where it is or may be leased to or re-acquired or acquired by an Obligor or any other a member of the GroupMaterial Group or any of its related entities;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an assetasset (present or future).
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security Interest constituted by the Security Documents;
(ii) any Security Interest comprising a netting or set-off arrangement entered into by any a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedtrading;
(iv) any Security over Interest given, by an Obligor or affecting member of the Group listed in Part 1 (Existing Security Interest) of Schedule 5 (Existing Security Interest, Loans, Guarantees, and Letters of Credit), provided that the principal amount secured is not increased from the amount stated in that Schedule;
(v) any Security Interest on an asset, or an asset of any person, acquired by a member of the Group after the date of this Agreement, provided that:
(A) Agreement but only to the extent that the principal amount secured by that Security was not created in contemplation of that acquisition;
(B) the amount thereby secured Interest has not been incurred or increased in contemplation of, or since since, the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares inInterest on an asset, or debts an asset of any person, acquired or other obligations to be acquired by the Borrower to secure indebtedness raised for the purpose of a Project Company securing Project Finance Debt financing or refinancing the acquisition or development of that Project Companyasset but only to the extent that the principal amount secured by that Security Interest does not exceed the cost of the acquisition or development;
(vii) any Security Interest over cash collateral required to be provided under this Agreement or over cash collateral to be provided in connection with the form Existing Letters of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;Credit; and
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given Interest created by any a member of the GroupMaterial Group to secure Financial Indebtedness under Onshore PRC Bank Borrowing not exceeding RMB500,000,000 in aggregate.
(d) For the avoidance of doubt, other than any permitted under paragraphs Security Interest constituted by the Security Documents may be shared between (i) to (vii) above the Finance Parties and (Bii) any other Financial Indebtedness permitted under Clause 22.6(b)(vi))party to a derivative transaction entered into with an Obligor in connection with this Agreement, does not exceed 5 per cent. of Total Assets at that time (protecting against or its equivalent benefiting from fluctuations in any other currency rate or currencies); or
(ix) any price pursuant to the terms of an intercreditor agreement in form and substance satisfactory to the Facility Agent, Security approved by the Majority LendersTrustee and all Lenders at such time.
Appears in 2 contracts
Sources: Facility Agreement (TTM Technologies Inc), Facility Agreement (TTM Technologies Inc)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that 19.5.1 Except as provided below, no other member of the Group will) may create or permit allow to subsist exist any Security over Interest on any of its assets.
(b) 19.5.2 No Obligor shall (and the Company shall ensure that no other member of the Group will):may:
(iA) sell, transfer or otherwise dispose of any of its assets on terms whereby they are where it is or may be leased to or re-acquired or acquired by an Obligor or any other a member of the GroupGroup or any of its related entities;
(iiB) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(C) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiD) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (19.5.3 Paragraphs 19.5.1 and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) 19.5.2 above do not apply to:
(iA) any Security Interest in existence as at the date of this Agreement and notified in writing to the Facility Agent prior to the date of this Agreement except to the extent the principal amount secured by it exceeds the amount secured at the date of this Agreement;
(B) any Security Interest comprising a netting or set-set- off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiC) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or business;
(D) any Security Interest constituting a retention of title arrangements and rights of set-off arising arrangement entered into in the ordinary course of trading with suppliers of goods to any member of the Groupbusiness;
(iiiE) any Security existing and disclosed in writing to the Facility Agent prior to the date Interest on an asset, or an asset of this Agreement provided that the amount thereby securedany person, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) Agreement and to the extent that the principal amount secured by that Security was not created in contemplation of that acquisition;
(B) the amount thereby secured Interest has not been incurred or increased in contemplation of, or since since, the date of, that acquisition; and
acquisition (C) unless the Security is in favour of a government or utility supplier and was required to be given other than as a condition result of the person who created utilisation of facility limits in place at the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months time of the date of acquisition);
(vF) any Security over Interest which secures only Project Debt and which is created over:
(1) the relevant Project Assets;
(2) the shares and/or assets of the relevant Project Subsidiary, provided that the Project Subsidiary (i) does not have any material assets other than the relevant Project Assets and conducts no material activities other than the relevant Project, or affecting (ii) does not have any asset material assets other than the relevant Project Shares and Claims and conducts no material activities other than the holding of the relevant Project Shares and Claims;
(G) any company which becomes sale and leaseback of Tower Assets;
(H) any Security Interest entered into pursuant to a Finance Document;
(I) any Security Interest given by any Subsidiary of the Target securing indebtedness entered into in the ordinary course of its business, provided that the principal aggregate amount secured thereunder does not exceed USD 500,000,000 (or its equivalent in another currency or currencies) at any time;
(J) any Security Interest given by any member of the Group after securing indebtedness, the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of a Security given by any member of Interest not allowed under the Group, other than any permitted under paragraphs (ipreceding sub-paragraphs) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 2.5 per cent. of Total Consolidated Assets at that time (or its equivalent in any other currency or currencies)time; or
(ixK) any other Security approved by Interest given with the prior written approval of the Facility Agent (acting on the instructions of the Majority Lenders).
Appears in 2 contracts
Sources: Facility Agreement (IHS Holding LTD), Facility Agreement (IHS Holding LTD)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets. *** Confidential material redacted and filed separately with the Commission.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi23.6(b)(vii)), does not exceed 5 [***] per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Sources: Multicurrency Loan Facility and Subscription Agreement (Xstrata PLC)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a listed in Schedule 9 (Existing Security) except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule;
(ii) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedtrading;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatAgreement if:
(A) the Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(B) the principal amount thereby secured has not been increased in contemplation of, or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months 120 days of the date of acquisitionacquisition of such asset;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided thatif:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months 120 days of that company becoming a member of the Group;
(vi) any Security created over arising under clause 18 or 19 of the general terms and conditions (Algemene Voorwaarden) of any assets of, shares in, member of the Dutch Bankers’ Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇) or debts or other obligations of any similar term applied by a Project Company securing Project Finance Debt of that Project Company;financial institution in the Netherlands pursuant to its general terms and conditions; or
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, Group other than any permitted under paragraphs (i) to (viivi) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 €30,000,000 in aggregate per cent. of Total Assets at that time annum (or its equivalent in any other another currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Sources: Multicurrency Revolving Facility Agreement (Tercica Inc)
Negative Pledge. (a) No Obligor shall For the purpose of this Subclause, Quasi-Security Interest means an arrangement or transaction described in paragraph (and the Company shall ensure that c) below.
(b) Except as provided below, no other member of the Restricted Group will) may create or permit allow to subsist exist any Security over Interest on any of its assets.
(bc) No Obligor shall (and the Company shall ensure that no other member of the Restricted Group will):may:
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are where it is or may be leased to or re-acquired or acquired by an Obligor or any other a member of the Restricted Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (ab) and (bc) above do not apply to:
(i) any Security Interest or Quasi-Security Interest comprising a netting or netting, set-off or cash-pooling arrangement entered into by any a member of the Restricted Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any payment or close out netting or set-off arrangement pursuant to any hedging transaction entered into by a member of the Restricted Group but excluding any Security Interest or Quasi-Security Interest under a credit support arrangement;
(iii) any lien arising by operation of law and in the ordinary course of business;
(iv) any Security Interest or Quasi-Security Interest on an asset, or an asset of any person, acquired by a member of the Restricted Group after the date of this Agreement but only for the period of 6 months from the date of acquisition and to the extent that the principal amount secured by that Security Interest has not been incurred or increased in contemplation of, or since, the acquisition;
(v) any Security Interest or Quasi-Security Interest arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Restricted Group in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Restricted Group;
(vi) any Security Interest or Quasi-Security Interest over goods and or documents of title arising in the ordinary course of trading or retention letter of title arrangements and rights of set-off arising credit transactions entered into in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Companytrade;
(vii) any Security in Interest or Quasi-Security Interest provided with the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager prior consent of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;Lender; and
(viii) any Security Interest or Quasi-Security Interest securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of a Security given by any member of Interest not allowed under the Group, other than any permitted under paragraphs (ipreceding sub-paragraphs) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (RMB500,000,000 or its equivalent in at any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.time;
Appears in 1 contract
Sources: Facility Agreement (Baidu, Inc.)
Negative Pledge. (a) No Obligor shall (and the Company Italian Borrower shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company Italian Borrower shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a listed in Schedule 7 (Existing Security) except to the extent the principal amount secured by that Security is increased beyond the amount stated in that Schedule, it being agreed that any such increase shall be permitted to the extent that it falls in the basket set out in sub paragraph (vii)(A) or (B) of this Clause (as the case may be);
(ii) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedtrading;
(iv) any Security over or affecting any asset acquired by a member Quasi-Security securing indebtedness permitted under paragraph (b) of Clause 22.12 (Indebtedness for Borrowed Money), to the Group extent such Security or Quasi-Security is discharged within the date falling six months after the date of this Agreement, the relevant acquisition provided that:
(A) the Security was that if it is not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to so discharged it shall be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, the extent it is removed or discharged falls within six Months of the date of acquisitionbasket set out in sub-paragraph (vii) below;
(v) any Security over or affecting Quasi-Security in connection with deposits to landlords for lease rentals or to any asset of any tax or customs & excise authority, utility company which becomes a member or car leasing company, in each case granted in the ordinary course of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member business of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a relevant member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations cash collateral granted in relation to the issue of a Project Company securing Project Finance Debt Bank Guarantee up to an amount equal to €15,000,000 in the aggregate at any time (without double counting any liability of that Project Company;the Borrower under such Bank Guarantee); or
(vii) any other Security or Quasi-Security not referred to in the form of cross charges over joint venture related assets granted sub-paragraph (i) to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viiivi) any Security above securing indebtedness permitted under Clause 22.12 (Indebtedness for Borrowed Money) the principal amount of which (when aggregated with (A) in the principal amount of any other indebtedness which has the benefit of Security given by any member case of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), Obligors does not in aggregate exceed 5 per cent. of the Consolidated Total Assets at that time or (or its equivalent B) in the case of any other currency member of the Group does not in aggregate exceed twenty per cent. of the Consolidated Equity of the Group, in each case as determined at the end of any Relevant Period by reference to the Consolidated Financial Statements or currencies); or
the Consolidated Quarterly Financial Statements (ixas the case may be) any Security approved by the Majority Lendersin respect of such Relevant Period.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (The Company will not, and the Company shall it will ensure that no other member of the Group will) , create or permit to subsist have outstanding any Security on or over any of its their respective assets., except for:
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting liens of goods, the related documents of title and/or other related documents arising or set-off arrangement entered into by any member of the Group created in the ordinary course of its banking business as Security only for Indebtedness directly relating to the goods or documents on or over which that lien exists and set- off rights and arrangements for between cash balances and bank borrowing with the purpose of netting debit and credit balances;same bank; Back to Contents
(iib) any except where the supplier is another member of the Group, Security over goods and documents arising out of title arising retention provisions in a supplier's standard conditions of supply of goods acquired by the relevant person in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Groupits business;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(ivc) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatAgreement if:
(Ai) the Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(Bii) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(Ciii) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six 3 Months of the date of acquisitionacquisition of such asset;
(vd) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided thatif:
(Ai) the Security was not created in contemplation of the acquisition of that company;
(Bii) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(Ciii) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six 3 Months of that company becoming a member of the Group;
(vie) any Security created over any assets of, shares in, arising out of or debts in connection with a judgment or other obligations judicial award made against a member of a Project Company securing Project Finance Debt the Group provided that Clause 23.5 (Cross Default) is not triggered and such Security is discharged in full within 20 Business Days of that Project Companyit being effected;
(viif) any Security lien arising by operation of law and in the form ordinary course of cross charges over joint venture related assets granted to other joint venturers and/or business and not as a result of any default or omission on the manager part of any member of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreementGroup;
(viiig) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances provided that such netting arrangement envisages the netting of a credit balance on an account of one member of the Group against a debit balance on account of another member of the Group, ;
(h) any Security created in favour of H M Customs & Excise or other than similar governmental agency whether in the UK or elsewhere solely to secure the tobacco taxation liabilities of any permitted under paragraphs member of the Group;
(i) any Security listed in Schedule 9 (Existing Security) (except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule) or any other Security created or outstanding with the prior consent of the Majority Lenders;
(viij) above any Security arising out of or created in connection with any asset financing, receivables financing or securitisation provided that the total of the aggregate amount secured by such Security and the aggregate value of such asset financings, receivables financings and securitisations permitted under Clause 22.3 (BTransactions similar to Security) does not exceed £250,000,000 or its equivalent (as reasonably determined by the Agent); or Back to Contents
(k) any other Financial Indebtedness permitted Security created or outstanding on or over assets of any member of the Group provided that the aggregate outstanding principal, capital or nominal amount secured by all Security created or outstanding under this exception on or over assets of members of the Group must not at any time exceed when aggregated with the amount (if any) calculated under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time 22.3(i) (Transactions similar to Security) £50,000,000 or its equivalent in any other currency or currencies); or
(ix) any Security approved as reasonably determined by the Majority LendersAgent).
Appears in 1 contract
Sources: Multicurrency Revolving Facilities Agreement (Gallaher Group PLC)
Negative Pledge. (a) 22.4.1 No Obligor shall (and the Company Obligors shall ensure that no other member of the Net1 Group will) create or permit to subsist any Security over any of its assets.
(b) 22.4.2 No Obligor shall (and the Company Obligors shall ensure that no other member of the Net1 Group will):
(ia) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Net1 Group;
(iib) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(c) enter into or allow permit to subsist any title retention arrangement;
(d) enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiie) enter into or permit to subsist any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
22.4.3 Clauses 22.4.1 and 22.4.2 do not apply to the following Security (each a Permitted Encumbrance):
(a) any Security given or purported to be given as Transaction Security;
(b) any Security referred to in Schedule 10 (Disclosure Schedule) given as at the Signature Date;
(c) No Obligor shall (any lien arising by operation of law and in the Company shall ensure that no other ordinary course of trading, and not as a result of any default or omission by any member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.Net1 Group;
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group with an Approved Bank in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances, but only if the arrangement does not permit credit balances of Obligors to be netted with debit balances of members of the Net1 Group which are not Obligors;
(iie) any Security over goods and documents netting of title arising in the ordinary course payments under a Permitted Treasury Transaction (including netting on a close-out of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Groupa Permitted Treasury Transaction);
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(ivf) any Security over or affecting any asset acquired by a member of the Net1 Group after the date of this Agreement, provided thatSignature Date if:
(Ai) the Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Net1 Group;
(Bii) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitionasset by a member of the Net1 Group; and
(Ciii) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months 3 months of the date of acquisitionacquisition of such asset;
(vg) any Security over or affecting any asset of any company which becomes a member of the Net1 Group after the date of this Agreement, Signature Date where the Security is created prior to the date on which that company becomes a member of the Net1 Group, provided thatif:
(Ai) the Security was not created in contemplation of the acquisition of that company;
(Bii) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(Ciii) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months 3 months of the date of that company becoming a member of the Net1 Group;
(vih) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;arising under:
(viii) a finance or capital lease; or
(ii) any Security retention of title, hire purchase or conditional sale arrangement; or
(iii) arrangements having a similar effect in respect of goods supplied to a member of the Net1 Group in the form ordinary course of cross charges over joint venture related assets granted to other joint venturers and/or trading and on the manager of the joint venture to secure obligations owed to any one supplier's standard or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount usual terms and not as a result of any other indebtedness which has the benefit of Security given default or omission by any member of the Net1 Group, other than any permitted under paragraphs ;
(i) to (vii) above any Security over any rental deposits in respect of immovable property where the relevant lease was entered into in the ordinary course of business and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); oron arm's length terms;
(ixj) any Security approved arising as a result of a Permitted Disposal;
(k) any Security arising as a consequence of any Finance Lease permitted pursuant to Clause 22.5.8 (Financial indebtedness) or any Security securing any liabilities under any Permitted Guarantee permitted pursuant to Clauses 22.12.2 to 22.12.11 (Third party guarantees) (inclusive), provided that, at any applicable time the aggregate value of any such Security contemplated in this Clause shall not exceed R10,000,000;
(l) any Security expressly permitted in writing by the Majority LendersFacility Agent.
Appears in 1 contract
Sources: Common Terms Agreement (Net 1 Ueps Technologies Inc)
Negative Pledge. (a) No Obligor shall (and the Company each Obligor shall ensure that no other member none of the Group its Subsidiaries will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company each Obligor shall ensure that no other member none of the Group its Subsidiaries will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do not apply to:
(i) any Security comprising a netting or liens arising solely by operation of law and in the ordinary course of trading;
(ii) rights of set-off arrangement entered into by existing in the ordinary course of trading activities between any member of the Group and its respective suppliers or customers;
(iii) rights of set-off arising by operation of law or by contract by virtue of the provision to any member of the Group of clearing bank facilities, cash pooling facilities, overdraft facilities or hedging facilities permitted under this Agreement;
(iv) any retention of title to goods supplied to any member of the Group where such retention is required by the supplier in the ordinary course of its banking arrangements for trading activities and on its standard terms and the purpose of netting debit and credit balancesgoods in question are supplied on credit;
(iiv) Security (except for any Security over goods and documents expressed to be created as a floating charge) (or a transaction (“Quasi Security”) described in paragraph (b) above) arising under:
(A) finance leases, hire purchase, conditional sale agreements, or other agreements for the acquisition of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Groupassets on deferred payment terms permitted under Clause 22.15 (Leasing Arrangements);
(iiiB) any factoring agreements or sale and lease back arrangements permitted under Clause 22.20 (Factoring and Sale and Leasebacks), and only to the extent such Security or Quasi Security is granted by the relevant Obligor over assets comprised within or constituted by such arrangements;
(vi) Security arising under the Security Documents;
(vii) Security or Quasi Security existing and disclosed in writing to at the Facility Agent prior to time of acquisition on or over any asset acquired by it after the date of this Agreement provided that or, in the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour case of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the any Security is created prior to the date or Quasi Security existing on which that company becomes or over its assets when it became a member of the Group, provided thatin each case, if:
(A) the such Security or Quasi Security was not created in contemplation of or in connection with that acquisition or, as the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility suppliescase may be, it is removed or discharged within six Months of that company becoming a member of the Group;
(viB) any Security created over any assets ofthe principal amount secured has not been increased in contemplation of or in connection with that acquisition or, shares inas the case may be, or debts or other obligations it becoming a member of a Project Company securing Project Finance Debt of that Project Company;the Group; and
(viiC) any such Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager or Quasi Security is removed or discharged within 6 months of the joint venture to secure obligations owed to any one or more date of such acquisition or, as the case may be, the date on which such person becomes a member of the other joint venturers and/or the manager under the joint venture or related agreementGroup;
(viii) any Security or Quasi Security to which the Majority Lenders have given their prior written consent;
(ix) inchoate Security for taxes, assessments or governmental charges or levies not yet due and payable and Security for taxes, assessments or governmental charges or levies, which are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with U.S. GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the assets subject to any such Security;
(x) Security imposed by any court pursuant to a judgment or award not resulting in an Event of Default and in respect of which the relevant Group Company shall in good faith be initiating an appeal or proceedings for review in respect of which the court has granted a subsisting stay of execution pending such appeal or proceedings;
(xi) Security (other than any Security imposed by ERISA) (a) imposed by law or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, (b) incurred in the ordinary course of business (or in the case of trade contracts in the ordinary course of trading) to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (c) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that (I) with respect to paragraphs (a), (b) and (c) hereof, such Security is for amounts not yet due and payable or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with U.S. GAAP, which proceedings for orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Security, and (II) to the extent such Security is not imposed by law, such Security shall in no event encumber any property other than cash and Cash Equivalents which have been deposited with such security holder or has otherwise been subordinated to the Security securing the Secured Obligations hereunder pursuant to a landlord security waiver and access agreement;
(xii) Security in favour of customs and revenues authorities which secure payment of customs duties in connection with the importation of goods to the extent required by law;
(xiii) any Security or Quasi Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security or Quasi Security given by any member of the Group, Group other than any permitted under paragraphs (i) to (viixii) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time $10,000,000 (or its equivalent in any other another currency or currencies); or
(ix) at any Security approved by the Majority Lenderstime.
Appears in 1 contract
Sources: Facilities Agreement (Innospec Inc.)
Negative Pledge. Subject to Clause 25.1 (a) No Undertakings with respect to the Broadcast Business), no Obligor shall (and the Company Borrower shall ensure procure that no other member of the Bank Group will) shall), without the prior written consent of an Instructing Group, create or permit to subsist any Security Encumbrance over all or any of its assets.present or future revenues or assets other than an Encumbrance:
(a) which is an Existing Encumbrance set out in:
(i) Part 1A of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released on the Closing Date; or
(ii) Part 1B of Schedule 10 (Existing Encumbrances) provided that the principal amount secured thereby may not be increased unless any Encumbrance in respect of such increased amount would be permitted under another paragraph of this Clause 25.2;
(b) No Obligor shall (and the Company shall ensure that no other which arises by operation of Law or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any member of the Bank Group will):and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Group;
(c) which is created pursuant to any of the Finance Documents;
(d) which arises in respect of any right of set-off, netting arrangement, title transfer or title retention arrangements which:
(i) sell, transfer or otherwise dispose arises by operation of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the GroupLaw;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Bank Group in the ordinary normal course of its banking arrangements for the purpose of netting debit and credit balancesbalances on bank accounts of members of the Bank Group operated on a net balance basis;
(iiiii) arises in respect of netting or set off arrangements contained in any Security over goods Hedging Agreement or other contract permitted under Clause 25.13 (Limitations on Hedging); or
(iv) is entered into by any member of the Bank Group on terms which are generally no worse than the counterparty’s standard or usual terms and documents of title arising entered into in the ordinary course of trading or retention business of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any relevant member of the Bank Group;
(iiie) which arises in respect of any Security existing and disclosed judgment, award or order or any tax liability for which an appeal or proceedings for review are being diligently pursued in writing to the Facility Agent prior to the date of this Agreement good faith, provided that the amount thereby securedaffected member of the Bank Group shall have or will establish such reserves as may be required under applicable generally accepted accounting principles in respect of such judgment, as so disclosedaward, is not thereafter increased order or its maturity extendedtax liability;
(ivf) any Security over or affecting any asset acquired by a member of the Bank Group after the date of this AgreementAgreement and subject to which such asset is acquired, provided thatif:
(Ai) the Security such Encumbrance was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since acquisition of such asset by a member of the date of, that acquisitionBank Group; and
(Cii) unless the Security Financial Indebtedness secured thereby is in favour of a government Financial Indebtedness of, or utility supplier and was required to be given as a condition is assumed by, the relevant acquiring member of the person who created Bank Group, is Financial Indebtedness which at all times falls within paragraph (k) or (m) of Clause 25.4 (Financial Indebtedness) and the Security being permitted to carry on business or being provided with utility supplies, it amount of Financial Indebtedness so secured is removed or discharged within six Months of the date of acquisitionnot increased at any time;
(vg) any Security over or affecting any asset of any company which becomes a member of the Bank Group after the date of this Agreement, where the Security such Encumbrance is created prior to the date on which that such company becomes a member of the Bank Group, provided thatif:
(Ai) the Security such Encumbrance was not created in contemplation of the acquisition of that such company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(Cii) unless to the Security is in favour extent not repaid by close of a government or utility supplier and was required to be given as a condition of business on the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that date upon which such company becoming became a member of the Bank Group, the Financial Indebtedness secured by such Encumbrance at all times falls within paragraph (k) or (m) of Clause 25.4 (Financial Indebtedness);
(vih) any Security created over any assets of, shares in, or debts or other constituted by a rent deposit deed:
(i) entered into on arm’s length commercial terms and in the ordinary course of business securing the obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Bank Group in relation to property leased to a member of the Bank Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company Guarantor shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply to:
(i) any Security comprising a existing on the date of this Agreement;
(ii) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading business or out of any title retention of title arrangements and rights of set-off arising provision contained in any contract for goods entered into in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedbusiness;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatAgreement if:
(A) the Security was not created in contemplation of that the acquisition;; and
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided thatif:
(A) the Security was not created in contemplation of the acquisition of that company;; and
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months acquisition of that company becoming a member of the Groupcompany;
(vi) any Security created over in substitution for any assets ofSecurity to which paragraph (i), shares in, (iv) or debts (v) or other obligations of a Project Company securing Project Finance Debt of that Project Company;this paragraph (vi) shall have applied so long as the principal amount secured is not increased; and
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (viivi) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time $100,000,000 (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Negative Pledge. (a) No Obligor The Borrower shall not (and the Company Borrower shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
. For the purposes of this Article 7.02, the term Security shall also include any arrangement or transaction on assets or receivables or money (b) No Obligor shall (and such as the Company shall ensure that no other member of the Group will):
(i) sellsale, transfer or otherwise dispose other disposal of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor the Borrower or any other member of the Group;
(ii) enter into , the sale, transfer or allow to subsist otherwise dispose of any receivables on recourse terms or any arrangement under which money or the benefit of a bank account or other account may be applied, applied or set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, ) in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness credit or of financing the acquisition of an asset.
(cb) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply toto any Security, listed below:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents payment or close out netting or set-off arrangement pursuant to any hedging transaction entered into by a member of title arising the Group for the purpose of:
(A) hedging any risk to which any member of the Group is exposed in its ordinary course of trading; or
(B) its interest rate or currency management operations which are carried out in the ordinary course of trading or retention of title arrangements business and rights of setfor non-off arising speculative purposes only, excluding, in the ordinary course of trading with suppliers of goods each case, any Security under a credit support arrangement in relation to any member of the Groupa hedging transaction;
(iii) any Security existing lien arising by operation of law and disclosed in writing to the Facility Agent prior to the date ordinary course of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedtrading;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatContract if:
(A) the Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months three (3) months of the date of acquisitionacquisition of such asset;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this AgreementContract, where the Security is created prior to the date on which that company becomes a member of the Group, provided thatif:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months three (3) months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Companyentered into pursuant to this Contract;
(vii) any Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the form ordinary course of cross charges over joint venture related assets granted to other joint venturers and/or trading and on the manager supplier's standard or usual terms and not arising as a result of any default or omission by any member of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;Group; or
(viii) any Security securing indebtedness listed in Schedule E (Existing Security) except to the extent the principal amount of which (when aggregated with (A) secured by that Security exceeds the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at stated in that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority LendersSchedule.
Appears in 1 contract
Sources: Finance Contract (Opgen Inc)
Negative Pledge. (a) No Obligor Borrower shall (and the Principal Company shall ensure that no other member of the Core Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor Borrower shall (and the Principal Company shall ensure that no other member of the Core Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor a Borrower or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accountsfinancial statements; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a granted pursuant to the terms of the Existing Facility prior to the date that the first Loan is made under the Facility;
(ii) any Security listed in Schedule 7 (Existing Security) except to the extent the principal amount secured by that Security exceeds the amount as stated in that Schedule (or, if higher, the maximum amount of the relevant facility as stated in that Schedule);
(iii) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking cash management arrangements for the purpose of netting debit and credit balances;
(iiiv) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading its business;
(v) any sale of receivables on recourse terms or any Security constituted by any title transfer or retention of title arrangements and rights of set-off arising or conditional sale arrangements, in the ordinary course of trading with suppliers of goods to each case which are entered into by any member of the GroupGroup in the normal course of its business;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(ivvi) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatAgreement if:
(A) the Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(B) the principal amount thereby (or, if higher, the maximum principal amount of the relevant facility) secured has not been increased in contemplation of, or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six (6) Months of the date of acquisitionacquisition of such asset if not otherwise permitted pursuant to this Clause 21.3;
(vvii) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided thatif:
(A) the Security was not created in contemplation of the acquisition of that company;; and
(B) the principal amount thereby (or, if higher, the maximum principal amount of the relevant facility) secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisition; andcompany.
(Cviii) unless any Security entered into pursuant to any Finance Document;
(ix) any Security created in connection with the Security is in favour acquisition and holding of shares by a government or utility supplier and was required to be given as a condition person on behalf of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the GroupGroup which was created in order to secure Financial Indebtedness incurred by a member of Group to such person solely for the purpose of the acquisition of such shares by that member of the Group (opération de portage) provided that such Financial Indebtedness was entered into on an arm’s length basis and the amount of such Financial Indebtedness does not exceed the balance sheet value of such shares;
(vix) any Security created over in respect of any assets oftax assessment or governmental charge or claim provided that (i) the aggregate amount secured by such Security is less than two million euros (EUR 2,000,000) (or its equivalent in another currency or currencies), shares in(ii) that such assessment, charge or debts claim is being contested in good faith, (iii) adequate reserves are being maintained for such assessment, charge or other obligations claim, (iv) payment in respect of a Project Company securing Project Finance Debt such assessment, charge or claim can be lawfully withheld and (v) any such assessment, charge or claim which relates to an amount in excess of that Project Companyone million euros (EUR 1,000,000) (or its equivalent in another currency or currencies) has been notified to the Agent;
(viixi) any Security consented to in writing by the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;Majority Lenders; or
(viiixii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, Group other than any permitted under paragraphs (i) to (viixi) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time fifteen million dollars ($15,000,000) (or its equivalent in any other another currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (General Geophysics Co)
Negative Pledge. (a) No Obligor shall (and the Company Borrower shall ensure that no other member of the Borrower Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company Borrower shall ensure that no other member of the Borrower Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member Affiliate of the Groupan Obligor;
(ii) enter into or allow permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into or permit to subsist any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company Borrower shall ensure that no other member of the Borrower Group will) sell, transfer or otherwise dispose of any of its receivables on recourse termsreceivables, except as permitted by the Finance Documents.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or setPermitted Security;
(ii) up to first Utilisation Date, the Existing Facilities Security;
(iii) any Permitted FF&E Security;
(iv) any Permitted Aircraft/Watercraft Security;
(v) any Purchase Money Security; or
(vi) any RP/CP Hivedown Security.
(e) Paragraphs (a) and (b) above do not apply to sale-off arrangement lease back transactions:
(i) entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balancesBorrower Group;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods respect to any member of the Group;FF&E; and
(iii) in an aggregate principal amount with respect to any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby securedsuch lease at any one time outstanding, as so disclosedtaken together with all Permitted FF&E Indebtedness (without duplication), is does not thereafter increased or its maturity extended;exceed S$600,000,000.
(ivf) Paragraph (c) above does not apply to:
(i) any Security over or affecting any asset acquired sale of receivables by a member of the Borrower Group after the date of this Agreement, provided that:for cash for fair market value; or
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(vii) any Security over or affecting any asset cash monetization of any company which becomes rental payments by a member of the Group after the date of this AgreementBorrower Group, in each case, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:cash proceeds are treated as Integrated Resorts Revenues.
(Ag) The Security Trustee shall (and is hereby instructed by the Security was not created in contemplation of the acquisition of that company;
(BLenders to) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) release any Security created by the Security Documents over the separate title (whether strata or otherwise) issued for the Retail Properties and/or Car Park (or relevant parts thereof), which is to be made subject to any assets ofRP/CP Hivedown Security, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in at the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager cost and expense of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority LendersBorrower.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):shall:
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the GroupObligor;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group Obligor in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Grouptrading;
(iii) any Security existing and disclosed over or affecting (or transaction ("Quasi-Security") described in writing to the Facility Agent prior to paragraph (b) above affecting) any asset acquired by an Obligor after the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatif:
(A) the Security or Quasi-Security was not created in contemplation of the acquisition of that acquisitionasset by the Obligor;
(B) the principal amount thereby secured has not been increased in contemplation of, or since the date of, acquisition of that acquisitionasset by the Obligor; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Quasi-Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months three months of the date of acquisitionacquisition of such asset;
(iv) any Security securing Project Finance Borrowings;
(v) any Security over or affecting any asset the shares of any company which becomes a member of the Group after the date of this Agreement, where the Security which is created prior to the date on which that company becomes a member of the Group, not an Obligor provided that:
(A) the such Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour required by and forms part of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the GroupProject Finance Borrowing arrangement;
(vi) any Security created over entered into pursuant to any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;Document; or
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Quasi-Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security or Quasi-Security given by any member of the Group, Group other than any permitted under paragraphs (i) to (viivi) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time £50,000,000 (or its equivalent in any other another currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Sources: Facility Agreement (Midamerican Energy Holdings Co /New/)
Negative Pledge. (a) No Obligor shall Except as provided in paragraph (and the Company shall ensure that b) below, no other member of the Group will) may create or permit allow to subsist exist any Security over Interest on any of its assets.
(b) No Obligor shall Paragraph (and a) does not apply to:
(i) any Security Interest constituted by the Company shall ensure that Security Documents; or
(ii) any Security Interest existing at the date of this Agreement provided that:
(A) the principal amount secured by all those Security Interests does not exceed (euro)75,000,000 in aggregate; and
(B) the principal amount secured by any of those Security Interests is not increased after the date of this Agreement;
(iii) any Security Interest given to Travellers securing up to US$100,000,000 in respect of obligations relating to workers compensation of U.S. members of the Group; or
(iv) any Security Interest over cash given as collateral to the Bank of America for a letter of credit line it has provided to the Group.
(c) Except as provided in paragraph (d) below, no other member of the Group will):may:
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are where it is or may be leased to or re-acquired or acquired by an Obligor or any other a member of the Group;Group or any of its related entities; or
(ii) enter into sell, transfer or allow to subsist otherwise dispose of any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effectits receivables on recourse terms, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(d) Paragraph (c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do does not apply toto any transaction(s) prohibited in (c) above:
(i) any Security comprising a netting or set-off arrangement entered into by any member of provided that the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;aggregate proceeds do not exceed (euro)500,000,000; or
(ii) any Security over goods if the threshold in (i) above is exceeded, and documents of title arising the excess net proceeds are applied in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading accordance with suppliers of goods to any member of the Group;Clause 9.4 (Mandatory prepayment -- disposals)
(iiie) Each Obligor agrees that, if at any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group time after the date of this Agreement, provided that:
(A) the headroom under its negative pledge restrictions increases so that the aggregate amount of Credits secured under the Security was not created Documents could be increased, it will immediately notify the Facility Agent and will, on request by the Facility Agent, make such amendments to the Finance Documents as maybe appropriate to effect an increase in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority LendersCredits secured.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company Guarantor shall ensure that no other member of the Group Group, other than a Project Finance Subsidiary, will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company Guarantor shall ensure that no other member of the Group Group, other than a Project Finance Subsidiary, will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents security for costs provided by any member of the Group in order to enable it to continue with court proceedings which are being brought by it or being defended by it in good faith;
(iii) any retention of title arrangement entered into by any member of the Group in the normal course of its trading activities on the counterparty’s standard or usual terms;
(iv) any security arising by operation of law or which is otherwise incidental to the normal conduct of the business of the Borrower or any other member of the Group, including security arising by operation of law over any vessels owned by a Group member in the ordinary course of trading business which is not more than 60 days overdue;
(v) any security created or retention outstanding with the prior written consent of title arrangements and rights of set-off arising the Majority Banks;
(vi) any security for Taxes either not yet assessed or, if assessed, not yet due or payable or which are contested;
(vii) any lien for salvage, any ship repairer’s or outfitter’s possessory lien in each case for a sum not exceeding US$5,000,000 or any lien for general average or for O.I.M.’s, officer’s or crew’s wages, in each case incurred in the ordinary course of trading with suppliers business in respect of goods to amounts which are not more than 60 days overdue;
(viii) any security in the nature of pre-emption rights in respect of the shares in any joint venture or any other person who is not a member of the Group;
(iiiix) any Security existing security in favour of the Government of the Republic of Brazil over land, buildings and disclosed other assets in writing to Brazil the Facility Agent prior to the date value of this Agreement provided that the amount thereby securedwhich does not, as so disclosedin aggregate at any time, is not thereafter increased or its maturity extendedexceed US$1,000,000;
(ivx) any Security security created in the ordinary course of business over or in respect of motor vehicles, computers and other usual office equipment the value of which does not, in aggregate at any time, exceed US$2,000,000;
(xi) any security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
the agreement if: (A) the Security security was not created in contemplation of the acquisition of that acquisition;
asset by a member of the Group; (B) the principal amount thereby secured has not been increased in contemplation of, or since the date acquisition of, that acquisition; and
(C) unless the Security is in favour of asset by a government or utility supplier and was required to be given as a condition member of the person who created the Security being permitted to carry on business or being provided with utility supplies, it Group; and (iii) that security is removed or discharged within six Months 6 months of the date of acquisitionacquisition of such asset;
(vxii) any Security security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreementthe agreement, where the Security security is created prior to the date on which that company becomes a member of the Group, provided that:
if: (A) the Security security was not created in contemplation of the acquisition of that company;
; (B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
and (C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it security is removed or discharged within six Months 6 months of that company becoming a member of the Group;; and
(vixiii) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed addition to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under security subsisting pursuant to paragraphs (i) to (viixii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi))security, provided that the aggregate amount secured by all such security falling within this paragraph (xiv) does not at any time exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority LendersUS$20,000,000.
Appears in 1 contract
Sources: Multicurrency Guarantee Facility Agreement (Acergy S.A.)
Negative Pledge. (a) No For so long as any Note remains outstanding (as defined in the Trust Deed) no Obligor shall (and the Company Issuer shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No For so long as any Note remains outstanding no Obligor shall (and the Company Issuer shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Subparagraphs (a) and (b) above do not apply to:
(i) any Security comprising a cash management, netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Groupbusiness;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date on which agreement is reached to issue the first Tranche of this Agreement, provided thatthe Notes if:
(A) the Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of the date of acquisitionacquisition of such asset;
(viv) any Security over or affecting any asset of any company which becomes a member of the Group after the date on which agreement is reached to issue the first Tranche of this Agreementthe Notes, where the Security is created prior to the date on which that company becomes a member of the Group, provided thatif:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of that company becoming a member of the Group;
(v) any title transfer or retention of title arrangement entered into by any member of the Group on the vendor’s standard terms and in the ordinary course of business;
(vi) any Security created over replacing any assets ofSecurity permitted under subparagraphs (i) to (v) above or this subparagraph (vi) and securing indebtedness or obligations whose principal amount does not exceed the maximum principal amount secured or which could be secured, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;by the replaced Security when it is replaced; or
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, Group other than any permitted under paragraphs subparagraphs (i) to (viivi) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 10 per cent. of Total Group Assets at that time (or its equivalent in any other another currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Sources: Seventh Supplemental Trust Deed
Negative Pledge. (a) No Obligor The Company shall not (and the Company shall ensure that no other member of the Group (subject to Clause 1.4 (Kodak and SMO as Subsidiaries)) will) create or permit to subsist any Security over any of its assetsassets (but excluding for this purpose Security over the Acquired Shares).
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply to:
(i) Security granted in favour of any Security comprising person which is not a netting or set-off arrangement entered into by any member of the Group in effect on the ordinary course date of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing this Agreement and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that in relation to Kodak and SMO such disclosure shall be limited to disclosure of the total amount thereby secured, as so disclosed, is not thereafter increased of indebtedness secured by Kodak and SMO and a breakdown between each such company;
(ii) liens arising by operation of law or its maturity extendedin the ordinary course of trading including in respect of any client money held in trust by a Group member or rights of set-off arising by operation of law or bankers' rights of set-off;
(iii) group account netting and pooling arrangements entered into between members of the Group and any bankers to the Group;
(iv) any Security over on any asset of a member of the Group arising in respect of any escrow arrangements put into place for the purpose of a disposal or affecting acquisition by a member of the Group;
(v) any Security on any asset acquired by a member of the Group after which exists at the date of this Agreementtime of, provided that:
(A) the Security was and is not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that such acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) that the Security was same does not created in contemplation secure any obligation which is not secured thereby at the time of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that such acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over on any assets ofasset which secured only Financial Indebtedness incurred to refinance any other Financial Indebtedness secured by the same asset by any such security as is referred to in paragraph (v) above, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of provided that Project Companythe aggregate amount secured by such asset is not thereby increased;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager created by any member of the joint venture Group to secure obligations owed any Guaranteed Investments made or to any one or more of the other joint venturers and/or the manager under the joint venture or related agreementbe made by it;
(viii) any Security securing indebtedness pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings provided that the principal amount execution or other enforcement thereof is effectively stayed and the claims served thereby are being contested at the time in good faith by appropriate proceedings and proper provision has been made for any adverse judgments;
(ix) any Security on any sum payable under any contract (or on any security representing such sum or otherwise issued pursuant to such contract) in respect of which the major part of the price receivable by a member of the Group is guaranteed or insured by, or is part of a scheme operated by, a national export credit institution or other similar institution;
(when aggregated with (Ax) any Security created on the principal amount assets of any other indebtedness which has member of the benefit Group in the course of margin trading entered into by such member as part of its normal treasury operations;
(xi) Security given on assets the subject of operating leases up to an aggregate amount not exceeding (Euro)40,000,000;
(xii) Security created by any member of the Group, Group to another member of the Group in connection with dealings carried on between such persons on arm's length terms; and
(xiii) other than any permitted under Security not contained in paragraphs (i) to (viixii) above and securing indebtedness in an amount not to exceed the higher of Euro 200,000,000 or 5 per cent of Adjusted Net Worth.
(Bc) If the Company or any other Financial Indebtedness permitted under Clause 22.6(b)(vi))member of the Group creates or permits to subsist Security over any of the Acquired Shares to any person, does not exceed 5 per cent. it will at the same time grant identical Security to or on behalf of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority LendersLenders ranking pari passu over the Acquired Shares pursuant to documentation acceptable to the Agent.
Appears in 1 contract
Sources: Term and Revolving Facilities Agreement (Sodexho Alliance S A)
Negative Pledge. (a) No Obligor The Borrower shall not (and the Company shall ensure procure that no other member of the Group willCompany shall) create or permit to subsist any Security over any of its assets.
(b) No Obligor For the purposes of this Paragraph 23 (Negative pledge), the term Security shall also include any arrangement or transaction on assets or receivables or money (and such as the Company shall ensure that no other member of the Group will):
(i) sellsale, transfer or otherwise dispose other disposal of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor any Group Company, the sale, transfer or other disposal of any other member of the Group;
(ii) enter into receivables on recourse terms or allow to subsist any arrangement under which money or the benefit of a bank account or other account may be applied, set-applied or set off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, ) in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness credit or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Sub-paragraph (a) and (b) above do does not apply toto any Security, listed below:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading payment or retention of title arrangements and rights of close out netting or set-off arising in the ordinary course of trading with suppliers of goods arrangement pursuant to any member of the GroupPermitted Hedging, but excluding any Security under a credit support arrangement in relation to a hedging transaction;
(iii) any Security existing lien arising by operation of law and disclosed in writing to the Facility Agent prior to the date ordinary course of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;trading; or
(iv) any Security over or affecting any asset acquired by a member of the Group Company after the date of this Agreement, provided thatContract if:
(A1) the Security was not created in contemplation of the acquisition of that acquisitionasset by a Group Company;
(B2) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitionasset by a Group Company; and
(C3) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months 3 (three) months of the date of acquisitionacquisition of such asset;
(v) any Security over or affecting any asset of any company which becomes a member of the Group Company after the date of this AgreementContract, where the Security is created prior to the date on which that company becomes a member of the GroupGroup Company, provided thatif:
(A1) the Security was not created in contemplation of the acquisition of that company;
(B2) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(C3) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months 3 (three) months of that company becoming a member of the Group;Group Company; or
(vi) any Security created over arising under any assets ofretention of title, shares in, hire purchase or debts conditional sale arrangement or other obligations arrangements having similar effect in respect of goods supplied to a Project Group Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form ordinary course of cross charges over joint venture related assets granted to other joint venturers and/or trading and on the manager of the joint venture to secure obligations owed to any one supplier's standard or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount usual terms and not arising as a result of any other indebtedness which has the benefit of Security given default or omission by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority LendersGroup Company.
Appears in 1 contract
Sources: Finance Contract (Inventiva S.A.)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as has a method similar effect to that of raising Financial Indebtedness or of financing the acquisition of an assetgranting Security.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking and/or cash management arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Grouptrading;
(iii) any Security existing and disclosed security expressly permitted in writing to by the Facility Agent prior to the date of this Agreement Majority Lenders provided that the principal amount thereby secured, as of the Financial Indebtedness secured by such Security shall not at any time be increased beyond the amount expressly so disclosed, is not thereafter increased or its maturity extendedpermitted;
(iv) title retention or reservation arrangements or set-off provisions in each case which are contained in any supplier’s standard conditions of supply over any property or assets to any member of the Group provided that the same are not registered against the relevant member of the Group pursuant to section 409 of the Companies Act 2014, section 860 of the CA 2006 or any analogous legislation in any other applicable jurisdiction;
(v) any Security for Taxes which are being contested in good faith by appropriate proceedings, provided that adequate provisions with respect to such contested Taxes are maintained on the books of the appropriate company in conformity with applicable GAAP;
(vi) any agreement entered into by a company in the Group in the ordinary course of its day-to-day business activities to sell or otherwise dispose of any asset on terms whereby that asset is or may be leased to or re-acquired or acquired by a company in the Group;
(vii) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatAgreement if:
(A) the Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six 3 Months of the date of acquisitionacquisition of such asset;
(vviii) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company Company becomes a member of the Group, provided thatif:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six 3 Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viiiix) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (ic)(i) to (viic)(viii) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time £10,000,000 (or its equivalent in any other another currency or currencies); orand
(ixx) any Security approved by over the Majority LendersGroup’s former Irish sugar lands in Mallow and ▇▇▇▇▇▇ created in favour of the Greencore Group Pension Scheme.
Appears in 1 contract
Sources: Term Loan Facilities Agreement
Negative Pledge. (a) No Obligor shall Except as provided in paragraph (and the Company shall ensure that b) below, no other member of the Group will) may create or permit allow to subsist exist any Security over Interest on any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply to:
(i) any Security comprising Interest created or evidenced by the Security Documents or permitted under the Priority Agreement to secure Financial Indebtedness owing under the Indenture Documents or to secure Permitted KDG Debt;
(ii) any Security Interest or other arrangement (including a netting or set-off arrangement) arising in the ordinary course of its banking arrangements with an Approved Bank for the purpose of netting debit and credit balances provided that:
(A) such arrangement does not permit credit balances of Obligors to be netted with debit balances of non-Obligors; and
(B) such arrangement does not give rise to other Security Interests over the assets of Obligors in support of the liabilities of non-Obligors.
(iii) any lien arising by operation of law or by agreement to substantially the same effect and arising in the ordinary course of trading and not as a result of any default by any member of the Group;
(iv) any hire purchase contract, conditional sale arrangement or retention of title arrangement entered into by any a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balancestrading on a supplier’s standard terms;
(iiv) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any Interest on an asset acquired by a member of the Group after the date of this AgreementAgreement or on an asset (as at the date of a person’s acquisition by a member of the Group) of that person, provided but only for the period of three months from the date of acquisition and to the extent that:
(A) the that Security Interest was not created in contemplation of that acquisition;; and
(B) the principal amount thereby secured by that Security Interest is permitted by Clause 19.8(b)(ii) (Financial Indebtedness) and has not been incurred or increased or its maturity date extended in contemplation of, or since the date ofsince, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(vvi) any Security Interest over or affecting goods and documents of title to such goods arising under documentary credit transactions entered into in the ordinary course of trade and on terms customary in that trade;
(vii) any asset netting of payments under permitted Treasury Transactions;
(viii) cash cover relating to an Ancillary Facility;
(ix) until the first Utilisation Date, any Security Interest securing amounts under the Existing Facility;
(x) any Security Interest expressly permitted in writing by the Majority Lenders (provided that the amount secured by that Security Interest is not increased above the permitted amount);
(xi) any Security Interest over cash paid into an escrow account pursuant to any purchase price retention arrangement as part of any company which becomes disposal or acquisition by a member of the Group after the date of which is not prohibited by this Agreement, where ;
(xii) any Security Interest arising on any rental deposits in connection with the Security is created prior to the date on which that company becomes a occupation of leasehold premises by any member of the Group, provided that:
(A) Group in the Security was not created in contemplation ordinary course of the acquisition of that companybusiness;
(Bxiii) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the any Security is Interest arising by operation of law in favour of a any government, state or local authority in respect of Taxes, assessments or government or utility supplier and was required to be given as a condition of charges which are being contested by the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a relevant member of the Group;
(vixiv) any Security created over Interest arising in connection with any assets of, shares in, pre-judgment legal process or debts or other obligations in respect of a Project Company securing Project Finance Debt judgment which is being contested in good faith by the relevant member of that Project Companythe Group;
(viixv) any Security Interest created over Cash Equivalents held in the form any clearing system or listed on any exchange which arise as a result of cross charges over joint venture related assets granted to other joint venturers such shares and/or the manager securities being so held in such clearing system or listed on such exchange as a result of the joint venture to secure obligations owed to any one rules and regulations of such clearing system or more of the other joint venturers and/or the manager under the joint venture or related agreementexchange;
(viiixvi) any Security Interest arising under the general business conditions of an Approved Bank (or any other bank at which an account maintained in accordance with Clause 23 (Bank Accounts) is held) provided that each member of the Group shall comply with its obligations to use its best endeavours to procure the subordination of the relevant Security Interest in accordance with the terms of the Security Documents;
(xvii) any Security Interest over shares, partnership interests or other ownership interests held by a member of the Group in an Unrestricted Subsidiary or over debt owed by an Unrestricted Subsidiary to a member of the Group to the extent it secures only indebtedness of the relevant Unrestricted Subsidiary and provided it is limited in recourse to the net proceeds of those shares, partnership interests, other ownership assets or rights in respect of that debt;
(xviii) any Security Interest (not being over any asset subject to any Security Interest under the Security Documents) securing that member of the Group’s own indebtedness the principal amount of which (when aggregated taken together with (A) the principal amount of any other indebtedness which has the benefit of a Security given by any member of the Group, other than any Interest not permitted under the preceding sub-paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted the aggregate amount of all outstanding indebtedness under Clause 22.6(b)(vi19.6(b) (Transaction similar to security)), ) does not exceed 5 per cent. of Total Assets €80,000,000 at that time (or its equivalent in any other currency or currencies)time; or
(ixxix) any Security approved by the Majority LendersInterest securing indebtedness under any Additional Facility.
Appears in 1 contract
Sources: Senior Credit Agreement (Kabel Deutschland Vertrieb Und Service GmbH & Co. KG)
Negative Pledge. (a) No Obligor Except as permitted under paragraph (b) below, the Company shall not (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its their respective assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group arising in the ordinary course of its banking arrangements for the purpose of netting debit and credit balancesbalances of members of the Group provided that such arrangement does not give rise to Security over the assets of the Company in support of the liabilities of members of the Group other than the Company in excess of the amount of Financial Indebtedness permitted under paragraph (b)(ix) of Clause 20.17 (Financial Indebtedness);
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in respect of any member of the Group in the ordinary course of its trading with suppliers of goods to any member of the Groupand not securing Financial Indebtedness;
(iii) any Security existing and disclosed in writing arising by operation of law (or by contract to the Facility Agent prior to same extent) in the date ordinary course of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedtrading;
(iv) any Security over or affecting any asset acquired by a member of the Midco Group after the date of this Agreement, provided thatAgreement if:
(A) the Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(B) the principal amount thereby secured has not been increased in contemplation of, or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of the date of acquisitionacquisition of such asset;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided thatif:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of that company becoming a member of the Group, unless and to the extent the same is permitted to remain in place following such period pursuant to this paragraph (b);
(vi) any Security created over netting or set-off arrangement entered into by any assets of, shares in, or debts or other member of the Midco Group under a Treasury Transaction permitted under the term of this Agreement for the purposes of determining the obligations of a Project Company securing Project Finance Debt of the parties to that Project Companyagreement by reference to their net exposure under that agreement;
(vii) any Security retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the form ordinary course of cross charges over joint venture related assets granted to other joint venturers and/or trading and on the manager of the joint venture to secure obligations owed to any one supplier’s standard or more of the other joint venturers and/or the manager under the joint venture or related agreementusual terms;
(viii) any Security over goods or documents of title to goods arising in the ordinary course of letter of credit transactions entered into in the ordinary course of trade;
(ix) any Security over any assets of the Midco Group securing liabilities under the Target Bonds or the 2006 Target Bonds;
(x) [reserved];
(xi) any Security over any assets of the Target Group existing on the Closing Date provided that such Security is released and discharged within three months of the Closing Date;
(xii) any Security over any assets of the Midco Group securing liabilities under the Senior Finance Documents, Bridge Finance Documents or the High Yield Notes Documents (in each case to the extent permitted by the Intercreditor Agreement);
(xiii) payments into court or any Security arising under any court order or injunction or security for costs arising in connection with any litigation or court proceedings being contested by any member of the Group in good faith (which do not otherwise constitute or give rise to an Event of Default);
(xiv) Security arising in connection with any unpaid Tax by any member of the Group where the liability to pay such Tax is being contested in good faith by the member of the Group by appropriate proceedings (which do not otherwise constitute or give rise to an Event of Default) and in respect of which adequate reserves are being maintained;
(xv) any Security created with the consent of the Majority Lenders;
(xvi) Security by way of set-off or pledge over bank accounts (in favour of the account-holding bank) arising by operation of law or under standard banking terms and conditions;
(xvii) Security over any assets of the Midco Group arising in respect of any Capitalised Lease Obligations, to the extent over the assets being utilised or acquired under such arrangements, provided such arrangements are permitted under paragraph (b)(v) of Clause 20.17 (Financial Indebtedness);
(xviii) any Security arising on rental deposits in connection with the occupation of leasehold premises in the ordinary course of business provided that the aggregate principal amount deposited at any time does not exceed an amount which is customary for such rental deposits;
(xix) any Security over any assets of the Midco Group arising under a Vendor Financing permitted under paragraph (b)(xi) of Clause 20.17 (Financial Indebtedness) on the equipment supplied pursuant to such Vendor Financing;
(xx) any Security over any assets of the Midco Group arising in connection with an acquisition or disposal permitted by the terms of this Agreement (including Security over any cash paid into an escrow account);
(xxi) any Security granted or arising over any shares issued (including shares issued prior to the date of this Agreement) in connection with any employee or management incentive scheme operated by any member of the Group;
(xxii) any Security over any assets of the Midco Group which arises under any sale and leaseback transaction permitted by paragraph (b)(xiii) of Clause 20.10 (Disposals);
(xxiii) any Security over Target Shares acquired using the proceeds of any loan made to finance any Market Purchases prior to the Closing Date provided that such Security is fully discharged and released on or before the Closing Date;
(xxiv) any Security which is limited in recourse to the assets of HTCC;
(xxv) at any time during the period of three Months following the Closing Date, any Security granted over the marketable securities portfolio owned by the Target Group at the Closing Date in connection with the disposal thereof to a third party;
(xxvi) any Security over any assets of the Midco Group which secures indebtedness the principal outstanding amount of which (when aggregated with (A) the principal amount of any other outstanding indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (ic)(i) to (viixxiv) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that any time €100,000,000 (or its equivalent in any other currency or currencies); orand
(ixxxvii) any Security approved by over any assets of the Majority LendersMidco Group arising in connection with Financial Indebtedness permitted under subclause (b)(vi), (b)(vii), (b)(xiii), (b)(xv) or (b)(xvi) of Clause 20.17 (Financial Indebtedness).
Appears in 1 contract
Negative Pledge. (a) No Obligor Subject to paragraph (c) below, the Borrower shall (not and the Company shall ensure that no other member of the Group will) , without the prior written consent of the Bank, create or permit to subsist any Security over Interest or Quasi-Security on, or with respect to, any of its assetspresent or future business, undertaking, assets or revenues (including any uncalled capital).
(b) No Obligor Subject to paragraph (c) below, the Borrower shall (not, and the Company shall ensure procure that no other member of the Group will):shall:
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other a member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by the Borrower or any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Grouptrading;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting (or transaction ("Quasi-Security") described in paragraph (b) above affecting) any asset acquired by a the Borrower or any member of the Group after the date of this Agreement, provided thatContract if:
(A) a. the Security or Quasi-Security was not created in contemplation of the acquisition of that acquisitionasset by the Borrower or any member of the Group;
(B) b. the principal amount thereby secured has not been increased in contemplation of, or since the date of, acquisition of that acquisitionasset by the Borrower or any member of the Group; and
(C) unless c. the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Quasi-Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months 3 (three) months of the date of acquisitionacquisition of such asset;
(viv) any Security over or affecting any asset of any company which becomes a member of the Group after the date of entered into pursuant to this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies)Contract; or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Sources: Finance Contract (Midamerican Energy Holdings Co /New/)
Negative Pledge. (a) No Obligor shall (shall, and the Company Obligors shall ensure procure that no other member of the Group will) Transaction Obligor will create or permit to subsist any Security over any of its assetsassets which are, in the case of members of any Transaction Obligor other than the Borrowers, the subject of the Security created or intended to be created by the Finance Documents.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):Borrower shall:
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an a Transaction Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall The Guarantor irrevocably and unconditionally undertakes that:
(and i) it will not pledge, assign, dispose of, not create or permit (nor agree to assign, charge, pledge, dispose of or create or permit) any Security or other third party right on or over the Company shall ensure that no Pledged Securities other member than in favour of the Group willSecurity Agent;
(ii) sellit is, transfer or otherwise dispose of any of its receivables on recourse termsand will remain throughout the Security Period be, solely legally and beneficially entitled to all rights in relation to the Pledged Securities; and
(iii) it will procure that the Borrower shall issue no Further Shares other than to the Guarantor.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority LendersPermitted Security.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Restricted Group willshall) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Restricted Group willshall):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Restricted Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness for the Group or of financing the acquisition of an assetasset by the Group.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Restricted Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Grouptrading;
(iii) except where the supplier is another member of the Restricted Group, any Security existing and disclosed title transfer or retention of title arrangement entered into by any member of the Restricted Group in writing to the Facility Agent prior to normal course of trading on the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased supplier’s standard or its maturity extendedusual terms;
(iv) any Security or (Quasi Security) over or affecting any asset acquired by a member of the Restricted Group (except any asset acquired from another member of the Restricted Group) after the date of this Agreement, provided thatAgreement if:
(A) the Security or Quasi Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Restricted Group;
(B) the principal amount thereby secured has not been increased in contemplation of, or since the date acquisition of, that acquisitionasset by a member of the Restricted Group; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Quasi Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months nine months of the date of acquisitionacquisition of such asset unless the Company has demonstrated to the satisfaction of the Agent that that member of the Restricted Group (1) is not contractually entitled to repay the Financial Indebtedness secured by that Security, and (2) has used reasonable endeavours to procure the discharge of that Security, unless the Majority Lenders consent otherwise;
(v) any Security or Quasi Security over or affecting any asset of any company which becomes a member of the Restricted Group after the date of this Agreement, where the Security or Quasi Security is created prior to the date on which that company becomes a member of the Restricted Group, provided thatif:
(A) the Security or Quasi Security was not created in contemplation of the acquisition of that company;
(B) the principal amount thereby secured has not been increased in contemplation of, or since the date acquisition of, that acquisitioncompany; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Quasi Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months nine months of that company becoming a member of the GroupRestricted Group unless the Company has demonstrated to the satisfaction of the Agent that that member of the Restricted Group (1) is not contractually entitled to repay the Financial Indebtedness secured by that Security, and (2) has used reasonable endeavours to procure the discharge of that Security, unless the Majority Lenders consent otherwise;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Quasi Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, or Quasi Security other than any permitted under paragraphs this paragraph (ic)) to does not exceed U.S.$5,000,000 (or its equivalent);
(vii) above and any Security created in connection with escrow arrangements for source codes agreed with the customers of any member of the Restricted Group in the ordinary course of business;
(Bviii) any other Financial Indebtedness permitted under Clause 22.6(b)(vi))Security over goods, does not exceed 5 per cent. documents of Total Assets at title to goods and related documents and insurances and their proceeds arising or created in the ordinary course of its business as security for indebtedness to a bank or financial institution directly relating to the assets over which that time (or its equivalent in any other currency or currencies); orSecurity exists;
(ix) any Security approved by over any assets of a member of the Restricted Group in favour of a Guarantor, or a wholly-owned Subsidiary in the Restricted Group of the Company;
(x) the security created pursuant to any of the Senior Security Documents; and
(xi) any Security or Quasi Security created over any asset with the prior written consent of the Majority Lenders.
(d) Paragraph (a) above does not apply to Security granted by a member of the Restricted Group in favour of a provider of bank guarantees, bid, transfer or performance bonds, standby letters of credit and similar instruments required by it or another member of the Restricted Group in the ordinary course of business provided that the principal amount secured by such Security does not exceed U.S.$1,000,000 (or its equivalent) in aggregate.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group described in the ordinary course of its banking arrangements for the purpose of netting debit and credit balancesSchedule 8;
(ii) any Security over goods lien, rights of retention and documents statutory charges arising by operation of title arising law in the ordinary course of trading business where the related indebtedness is not overdue or retention of title arrangements is being contested in good faith and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Groupis appropriately provisioned;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatAgreement if:
(A) the Security existed at the time the asset was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes acquired by a member of the Group, provided that:;
(AB) the Security was not created in contemplation of the acquisition of that companyasset by a member of the Group;
(BC) the principal amount thereby secured has not been increased in contemplation of, or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(CD) unless the Security is on a Limited Recourse Basis;
(iv) any Security created with the prior written consent of the Agent acting on the instructions of the Majority Lenders;
(v) any Security created by a member of the Group in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a another member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations in the form of a Project Company securing Project Finance Debt cross charge on the interest of a member of the Group in a joint venture that Project Companyonly secures the performance of an obligation (other than an obligation to pay or repay money) of the member of the Group as a joint venturer in favour of one or more other parties to the joint venture under or in respect of such joint venture, provided, however, that the Security does not extend to any other assets owned by the member of the Group and that the recourse of the holder of the Security is limited solely to the property the subject of the Security and any proceeds from the enforcement of the Security;
(vii) any Security of the following description or arising in the form following transactions:
(A) collateral posted against obligations under exchange-traded forward sale contracts entered into in the ordinary course of cross charges over joint venture related assets granted business, provided the collateral posted or pledged is limited to other joint venturers and/or the manager goods subject to such contracts;
(B) netting provisions arising under any International Swaps and Derivatives Association Master Agreement or International Foreign Exchange Master Agreement where the relevant transactions are entered into in connection with the ordinary business activities or financing arrangements of any member of the joint venture to secure obligations owed to Group;
(C) cash management arrangements and any one netting or more set-off arrangement entered into in the ordinary course of the other joint venturers and/or the manager under the joint venture or related agreementbanking arrangements;
(viii) any a Security securing indebtedness over property, or product or revenue derived from property, for the financing or refinancing of the acquisition or development, extension, redevelopment, construction, modification or improvement of that property where the principal amount secured does not exceed the acquisition cost or the cost of which development, extension, redevelopment, construction, modification or improvement (when aggregated with as the case may be) and where the recourse of Freehills Melbourne 004501949 page 48 the holder of the Security is limited solely to the property, product or revenue the subject of the Security and any proceeds from the enforcement of the Security;
(ix) a Security of the kind referred to in paragraph (viii) above except that the recourse of the holder of relevant Security includes any form of recourse to, or credit support from, a member of the Group (whether directly or indirectly) beyond that contemplated by paragraph (viii), provided:
(A) the principal amount Security is discharged within 12 months of its creation; and
(B) in the event that the recourse to, or credit support from, a member of the Group is in the form of a Security over any other indebtedness which has of the benefit assets of Security given by any that member of the Group, other than any that Security is expressly permitted under any of paragraphs (i) to (viiviii) above and does not result in a breach of the proviso at the end of this Clause 21.2;
(Bx) any a Security over receivables or other Financial Indebtedness permitted under Clause 22.6(b)(vi))monetary assets granted in connection with a securitisation arrangement for those assets, or in respect of the discounting of receivables, to secure obligations in relation to that arrangement so long as the principal amount of those obligations does not exceed 5 per cent. the aggregate face amount of Total Assets at that time such receivables or other monetary assets and the total value of all such receivables and monetary assets does not exceed A$200 million (or its equivalent in any one or more other currency or currencies); or
(ixxi) any Security approved by created in respect of the Majority Lendersobligations of ▇▇▇▇▇▇▇▇▇▇▇▇ Arzneimittelwerk ▇▇. ▇▇▇▇▇▇ GmbH (“Wasserburger”) under a loan agreement dated May 1999 between Wasserburger and IKB Deutsche Industriebank AG (“IKB”) of an amount up to EUR3,732,430 including the security arrangements dated May 1999 and November 2002/July 2003 between IKB and ▇▇▇▇▇▇▇▇▇▇▇▇ and entered into the land register of the local court of Wasserburg /Inn in Volume 60 Page 2009 in the name of IKB, provided that the aggregate book value of all assets which are the subject of the Securities created or existing under paragraphs (ii) to (vii) above does not at any time exceed an amount equal to 10% of Total Tangible Assets.
Appears in 1 contract
Sources: Facility Agreement (Mayne Group LTD)
Negative Pledge. (a) No Obligor shall (and the Company each Obligor shall ensure that no other member none of the Group its Subsidiaries will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply to:
(i) any Security comprising a netting or liens arising solely by operation of law and in the ordinary course of business;
(ii) rights of set-off arrangement entered into by existing in the ordinary course of trading activities between any member of the Group and its respective suppliers or customers;
(iii) rights of set-off arising by operation of law or by contract by virtue of the provision to any member of the Group of clearing bank facilities, cash pooling facilities, overdraft facilities or hedging facilities permitted under this Agreement;
(iv) any retention of title to goods supplied to any member of the Group where such retention is required by the supplier in the ordinary course of its banking arrangements for trading activities and on its standard terms and the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry question are supplied on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisitioncredit;
(v) Security (except for any Security expressed to be created as a floating charge) arising under finance leases, hire purchase, conditional sale agreements, or other agreements for the acquisition of assets on deferred payment terms permitted under Clause 23.15 (Leasing Arrangements) and only to the extent such Security is granted by the relevant Obligor over assets comprised within or affecting constituted by such arrangements;
(vi) Security arising under the Security Documents;
(vii) Security existing at the time of acquisition on or over any asset acquired by it after the Restatement Date or, in the case of any company a person which becomes a member of the Group after the date of this AgreementRestatement Date, where the any Security is created prior to the date existing on which that company becomes or over its assets when it became a member of the Group, provided thatin each case, if:
(A) the such Security was not created in contemplation of or in connection with that acquisition or, as the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility suppliescase may be, it is removed or discharged within six Months of that company becoming a member of the Group;
(viB) the principal amount secured has not been increased in contemplation of or in connection with that acquisition or, as the case may be, it becoming a member of the Group;
(viii) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Companyto which the Majority Lenders have given their prior written consent;
(viiix) inchoate Security for taxes, assessments or governmental charges or levies not yet due and payable and Security for taxes, assessments or governmental charges or levies, which are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with U.S. GAAP, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the assets subject to any such Security;
(x) Security imposed by any court pursuant to a judgment or award not resulting in an Event of Default and in respect of which the relevant Group Company shall in good faith be initiating an appeal or proceedings for review in respect of which the court has granted a subsisting stay of execution pending such appeal or proceedings;
(xi) Security (other than any Security imposed by ERISA) (a) imposed by law or deposits made in connection therewith in the form ordinary course of cross charges over joint venture related assets granted business in connection with workers’ compensation, unemployment insurance and other types of social security, (b) incurred in the ordinary course of business (or in the case of trade contracts in the ordinary course of trading) to secure the performance of tenders, statutory obligations (other joint venturers and/or than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the manager payment of borrowed money) or (c) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided that (I) with respect to paragraphs (a), (b) and (c) hereof, such Security is for amounts not yet due and payable or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with U.S. GAAP, which proceedings for orders entered in connection with such proceedings have the effect of preventing the forfeiture or sale of the joint venture to secure obligations owed property or assets subject to any one such Security, and (II) to the extent such Security is not imposed by law, such Security shall in no event encumber any property other than cash and Cash Equivalents which have been deposited with such security holder or more of has otherwise been subordinated to the other joint venturers and/or Security securing the manager under the joint venture or related Secured Obligations hereunder pursuant to a landlord security waiver and access agreement;
(viiixii) Security in favour of customs and revenues authorities which secure payment of customs duties in connection with the importation of goods to the extent required by law;
(xiii) Security over deposits made to provide cash cover for obligations of the Group pursuant to bank guarantees issued in connection with Project Ani Acquisition and under which the Group has a maximum aggregate actual or contingent liability which does not at any time exceed £2,500,000; and
(xiv) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (viixviii) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time $5,000,000 (or its equivalent in any other another currency or currencies); or
(ix) at any Security approved by the Majority Lenderstime.
Appears in 1 contract
Sources: Facilities Agreement (Octel Corp)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Restricted Group willshall) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Restricted Group willshall):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Restricted Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness for the Group or of financing the acquisition of an assetasset by the Group.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Restricted Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Grouptrading;
(iii) except where the supplier is another member of the Restricted Group, any Security existing and disclosed title transfer or retention of title arrangement entered into by any member of the Restricted Group in writing to the Facility Agent prior to normal course of trading on the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased supplier’s standard or its maturity extendedusual terms;
(iv) any Security or (Quasi Security) over or affecting any asset acquired by a member of the Restricted Group (except any asset acquired from another member of the Restricted Group) after the date of this Agreement, provided thatAgreement if:
(A) the Security or Quasi Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Restricted Group;
(B) the principal amount thereby secured has not been increased in contemplation of, or since the date acquisition of, that acquisitionasset by a member of the Restricted Group; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Quasi Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months nine months of the date of acquisitionacquisition of such asset unless the Company has demonstrated to the satisfaction of the Agent that that member of the Restricted Group (1) is not contractually entitled to repay the Financial Indebtedness secured by that Security, and (2) has used reasonable endeavours to procure the discharge of that Security, unless the Majority Lenders consent otherwise;
(v) any Security or Quasi Security over or affecting any asset of any company which becomes a member of the Restricted Group after the date of this Agreement, where the Security or Quasi Security is created prior to the date on which that company becomes a member of the Restricted Group, provided thatif:
(A) the Security or Quasi Security was not created in contemplation of the acquisition of that company;
(B) the principal amount thereby secured has not been increased in contemplation of, or since the date acquisition of, that acquisitioncompany; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Quasi Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months nine months of that company becoming a member of the GroupRestricted Group unless the Company has demonstrated to the satisfaction of the Agent that that member of the Restricted Group (1) is not contractually entitled to repay the Financial Indebtedness secured by that Security, and (2) has used reasonable endeavours to procure the discharge of that Security, unless the Majority Lenders consent otherwise;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Quasi Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, or Quasi Security other than any permitted under paragraphs this paragraph (ic)) to does not exceed £2,500,000 (or its equivalent);
(vii) above and any Security created in connection with escrow arrangements for source codes agreed with the customers of any member of the Restricted Group in the ordinary course of business;
(Bviii) any other Financial Indebtedness permitted under Clause 22.6(b)(vi))Security over goods, does not exceed 5 per cent. documents of Total Assets at title to goods and related documents and insurances and their proceeds arising or created in the ordinary course of its business as security for indebtedness to a bank or financial institution directly relating to the assets over which that time (or its equivalent in any other currency or currencies); orSecurity exists;
(ix) any Security approved by over any assets of a member of the Restricted Group in favour of a Guarantor;
(x) the security created pursuant to any of the Security Documents; and
(xi) any Security or Quasi Security created over any asset with the prior written consent of the Majority Lenders.
(d) Paragraph (a) above does not apply to Security granted by a member of the Restricted Group in favour of a provider of bank guarantees, bid, transfer or performance bonds, standby letters of credit and similar instruments required by it or another member of the Restricted Group in the ordinary course of business provided that the principal amount secured by such Security does not exceed £500,000 (or its equivalent) in aggregate.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (The Issuer will not, and the Company shall ensure that no other member of the Group will) create or will not permit to subsist any Security over any of its assets.
Subsidiaries to, create or suffer to exist any Lien (bas defined below) No Obligor shall (and upon the Company shall ensure that no other member of the Group will):
(i) sell, transfer whole or otherwise dispose of any part of its assets on terms whereby they are or may be leased Property to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
secure (i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
Indebtedness, (ii) any Security over goods and documents of title arising in the ordinary course of trading its Guarantees (as defined below) or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) the Indebtedness or Guarantees of any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby securedother Person, as so disclosed, is not thereafter increased or its maturity extended;
(iv) except for any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatLien:
(A) created or arising over any Property which is acquired, constructed or created by the Security was Issuer or any of its Subsidiaries but only if (1) such Lien secures only principal amounts (not exceeding the cost of such acquisition, construction or creation) raised for the purposes of such acquisition, construction or creation, together with any costs, expenses, interest and fees incurred in relation thereto or a Guarantee given in respect thereof, (2) such Lien is created in contemplation or arises on or before 90 days after the completion of that such acquisition, construction or creation and (3) such Lien is confined solely to the Property so acquired, constructed or created;
(B) over any Property owned by a corporation or other Person, which Lien exists at the amount thereby secured has time such corporation or other Person becomes a Subsidiary of the Issuer, which Lien was not been increased (or is not) created in contemplation of, connection with such corporation or since the date of, that acquisition; andother Person becoming such a Subsidiary;
(C) unless over any Property at the Security is in favour of a government or utility supplier and was required to be given as a condition time of the person who acquisition of such Property by the Issuer or any of its Subsidiaries, which Lien was not created the Security being permitted to carry on business or being provided in connection with utility supplies, it is removed or discharged within six Months of the date of such acquisition;
(vD) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
described in paragraph (A) the Security was not created in contemplation of the acquisition of that company;
), (B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless above and renewed or extended upon the Security is in favour of a government renewal, extension, refinancing or utility supplier and was required to be given as a condition replacement of the person who created the Security being permitted to carry on business Indebtedness or being Guarantees secured thereby, provided with utility supplies, it that there is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security no increase in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the Indebtedness or of the Indebtedness guaranteed by the Guarantee secured thereby over the original principal amount thereof or guaranteed thereby; (E) arising solely by operation of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.law;
Appears in 1 contract
Sources: Indenture (Metrogas Inc)
Negative Pledge. (a) In this Clause 23.15, Quasi-Security means an arrangement or transaction described in paragraph (ii) below.
(b) Except as permitted under paragraph (iii) below:
(i) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(bii) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(iA) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(iiB) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(C) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiD) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(iii) Paragraphs (i) and (ii) above do not apply to any Security or (as the case may be) Quasi-Security, which is:
(A) Permitted Security; or
(B) a Permitted Transaction.
(c) No Notwithstanding paragraph (b) above, no Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer create or otherwise dispose permit to subsist any Security or Quasi- Security over of any shares in the Target Group Entity (India) without the prior written consent of its receivables on recourse termsthe Lenders.
(d) Paragraphs The Company (afor itself and each member of the Group) understands and acknowledges that it is their unequivocal intention to co-operate and comply with every applicable law and regulation in India in respect of this transaction, including, without limitation, The Foreign Exchange Management Act, 1999. Accordingly, in order to be consistent with the aforesaid, it is hereby agreed (band each Obligor undertakes) above do not apply to:
(i) any Security comprising a netting that no Security, Quasi-Security, security interest, encumbrance or set-off arrangement entered into by similar interest will be created or permitted to subsist over the assets of any member of the Group in India without prior Authorisation from any Governmental Agency of the ordinary course Republic of its banking arrangements for India (including without limitation, the purpose Reserve Bank of netting debit India), where the same may be required. For the avoidance of doubt, nothing in this Clause 23.15 shall be construed (and credit balances;
(iiis not intended to be construed) as creating any Security over goods and documents of title arising Security, Quasi-Security, security interest, encumbrance or similar interest in the ordinary course assets of trading any member of the Group or retention directing the disposal of title arrangements and rights any assets of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Sources: Facilities Agreement (StarTek, Inc.)
Negative Pledge. (a) No Each Obligor shall (not, and the Company shall ensure procure that no other member of the Group Company will) , create or permit to subsist any Security over all or any of its assetsassets in respect of Borrowings.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply to:
(i) any Security comprising created or subsisting with the prior written consent of the Majority Lenders;
(ii) any lien or rights of set-off arising by operation of law or in the ordinary course of business;
(iii) any Security over any assets of a Group Company existing at the time that company becomes a Group Company provided that:
(A) the company is not a Group Company at the date of this Agreement;
(B) the Security is not created in contemplation of that company becoming a Group Company;
(C) the Security remains confined to the asset(s) it covered at the date the company became a Group Company; and
(D) to the extent that the amount secured has been increased, such Security shall not fall within this sub-paragraph (iii);
(iv) any Security arising pursuant to a Cash-backed Borrowing;
(v) any Security referred to in paragraph (a)(ii) of the definition of “Project Borrowing” in Clause 1.1 (Definitions) or any Security over the assets of a Project Borrower created by such Project Borrower, provided that this paragraph (v) shall not permit any Security to be created by or subsist over all or any of the assets of the Company;
(vi) any netting or set-off arrangement entered into by any member of the Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iivii) any Security over goods and documents of title arising in the ordinary course of trading netting or retention of title arrangements and rights of set-off arising arrangement entered into by any Group Company in the ordinary course of trading connection with suppliers of goods to any member Borrowing specified in paragraph (e) of the Groupdefinition thereof, in connection with the netting of transactions across a single master agreement (or any equivalent) and the close-out or termination of any transaction thereunder, but excluding for the avoidance of doubt the granting of any collateral or credit or cash support in relation thereto;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(ivviii) any Security over or affecting any asset acquired by a member of the Group Company after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, Agreement provided that:
(A) the Security was not created in contemplation of the acquisition of that company;asset by a Group Company; and
(B) to the extent that the principal amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months acquisition of that company becoming asset by a member of the GroupGroup Company has been increased, such Security shall not fall within this sub-paragraph (viii);
(viix) any title transfer, conditional sale or retention of title arrangement entered into by any Group Company in the ordinary course of business;
(x) any Security created by SNT Group NV or any of its Subsidiaries;
(xi) any Security (a “substitute Security”) which replaces any other Security permitted under sub-paragraphs (i) to (viii) (inclusive) above (an “existing Security”) to the extent that the Security secures an amount not exceeding the principal amount secured by such existing Security at the time it is replaced provided that (1) the existing Security to be replaced is released and all amounts secured thereby are paid or otherwise discharged in full at or prior to the time of such substitute Security being created or arising and (2) such substitute Security does not extend to cover assets not previously subject to that existing Security; or
(xii) any other Security created or outstanding, but only if the aggregate principal amount of Borrowings secured by all Security created or outstanding under this exception on or over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than when taken together with the aggregate principal amount of unsecured Borrowings pursuant to Clause 21.7(l) (Subsidiary Borrowings) does not at any permitted under paragraphs time exceed euro 2,600,000,000.
(c) The Company shall supply to the Facility Agent, within 5 Business Days of a request by the Facility Agent, a certificate signed by an Executive Officer certifying:
(i) to the amount of the aggregate Borrowings secured by all Security falling within Paragraph (viib)(xii) above and above; and
(Bii) any other Financial Indebtedness permitted under the amount of the aggregate Borrowings falling within Paragraph (l) of Clause 22.6(b)(vi)21.7 (Subsidiary Borrowings), does not exceed 5 per cent. as at the date of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority LendersFacility Agent’s request.
Appears in 1 contract
Sources: Syndicated Revolving Credit Agreement (Koninklijke KPN N V)
Negative Pledge. (a) No Obligor shall Except as provided in paragraph (and the Company shall ensure that b) below, no other member of the Group will) may create or permit allow to subsist exist any Security over Interest on any of its assets.
(b) No Obligor shall Paragraph (a) does not apply to:
(i) any Security Interest constituted by the Security Documents or, prior to the date on which the Existing Credit Facility is repaid and cancelled in full, in respect of the Existing Credit Facility;
(ii) any Security Interests arising in the ordinary course of business as a result of netting or set-off arrangements in connection with the Group’s cash management arrangements in respect of Financial Indebtedness permitted by this Agreement;
(iii) any Security Interest existing at the date of this Agreement (other than those referred to in any other subparagraph of this paragraph (b)) provided that:
(A) the principal amount secured by all those Security Interests does not exceed EUR 75,000,000 in aggregate; and
(B) the principal amount secured by any of those Security Interests is not increased after the date of this Agreement;
(iv) any Security Interest over cash by way of cash collateral in place prior to the date of this Agreement, in an amount of up to USD 100,000,000, given to Travelers Casualty and Surety Company shall ensure that no other of America in respect of obligations relating to workers compensation of members of the Group incorporated in the U.S.;
(v) any Security Interest arising by operation of law and in the ordinary course of business of the relevant member of the Group;
(vi) any Security Interest arising in respect of title retention arrangements arising in the ordinary course of trade of the relevant member of the Group will):as carried on by it as at the date of this Agreement (or if later, the date on which it became a member of the Group);
(vii) any Security Interest which secures Financial Indebtedness existing in respect of any property or assets of any company where such company’s assets and property are acquired (and not the shares thereof) by a member of the Group (other than a member of the Borrower Groups) pursuant to an acquisition which is permitted by this Agreement, but only to the extent that:
(A) the Security Interest was not created in contemplation of the acquisition of such property and assets; and
(B) the Financial Indebtedness secured thereby is Financial Indebtedness of, or is assumed by, the relevant acquiring member of the Group;
(viii) any Security Interest which exists over any asset of a company which becomes a member of the Group (other than a member of the Borrower Groups) after the date of this Agreement pursuant to an acquisition which is permitted by this Agreement, but only to the extent that:
(A) the Security Interest was not created in contemplation of the acquisition of such company; and
(B) the Financial Indebtedness so secured has not increased in contemplation of or since the acquisition of that company;
(ix) any Security Interest over goods and documents of title created or arising in the ordinary course of trading or rights of set-off arising in the ordinary course of trade with suppliers of goods to a member of the Group;
(x) any Security Interest permitted by the provisions of paragraph (d) below in respect of a transaction referred to in paragraph (c) below;
(xi) any Security Interest granted by any member of the Group which arises pursuant to:
(A) the provisions included in the general conditions of any bank operating in the Netherlands based on the general conditions drawn up by the Netherlands Bankers’ Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇) and the Consumers Union (Consumentenbond); or
(B) any similar provision in any general banking conditions applicable to other jurisdiction, provided that where any such provisions allow for rights of set-off and/or security rights in relation to a member of a Borrower Group, the relevant account bank to which such rights apply has confirmed to (or for the benefit of) the Finance Parties that those rights will not be enforced as against that member of that Borrower Group while any amount is or is capable of being outstanding under the Facilities, except to the extent that the exercise of any such set-off rights would otherwise be permitted by virtue of sub-paragraphs (b)(ii) above; or
(xii) any other Security Interest given by a member of the Group (other than a member of a Borrower Group) where:
(A) the asset(s) the subject of the Security Interest has not at any time been secured pursuant to the Security Documents and are not the shares in (or any interest in the intellectual property of) the Dutch Borrower; and
(B) the aggregate book value of all assets the subject of such Security Interests does not exceed EUR 100,000,000, provided that, in relation to any Security Interest created or permitted to subsist by a member of the Group after the date of this Agreement where the Financial Indebtedness secured by that Security Interest exceeds EUR 25,000,000 or its equivalent (or which, when aggregated with the Financial Indebtedness secured by all other such Security Interests, exceeds EUR 50,000,000 or its equivalent), the Company can provide a legal opinion in a form and substance, and from counsel, satisfactory to the Facility Agent (or other supporting evidence satisfactory to the Facility Agent) demonstrating that the amount of Financial Indebtedness to be secured by that Security Interest would not exceed the amount available at that time to be so secured as a result of any negative pledge or other restriction binding on any relevant member of the Group.
(c) Except as provided in paragraph (d) below, no member of a Borrower Group may:
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are where it is or may be leased to or re-acquired or acquired by an Obligor or any other a member of the Group;Group or any of its related entities; or
(ii) enter into sell, transfer or allow to subsist otherwise dispose of any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effectits receivables on recourse terms, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(d) Paragraph (c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do does not apply to:
(i) any Security comprising a netting transactions relating to properties or set-off arrangement entered into assets acquired by any the relevant member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Borrower Group after the date of this Agreement; or
(ii) transactions relating to properties or assets owned by the relevant member of that Borrower Group at the date of this Agreement, provided but only if the Company demonstrates to the satisfaction of the Facility Agent (acting on behalf of the Majority Lenders) that:
(A) the Security was not created in contemplation proceeds of the sale of each relevant property or asset are either retained by the relevant member of that acquisitionBorrower Group on deposit or have been applied in or towards reinvestment by that member of that Borrower Group in properties or assets on arm’s length terms;
(B) in the amount thereby secured has not been increased in contemplation ofcase of a transaction involving the Dutch Borrower or any of its Subsidiaries, or since after giving effect to that transaction, the date of, that acquisitionDutch Borrower and its Subsidiaries together maintain ownership of fixed assets to an aggregate book value of at least EUR 500,000,000; and
(C) unless in the Security is in favour case of a government transaction involving the U.S. Borrower or utility supplier any of its Subsidiaries, after giving effect to that transaction, the U.S. Borrower and was required to be given as a condition its Subsidiaries together maintain ownership of company-owned tangible fixed assets (i.e. excluding the person who created value of assets the Security being permitted to carry on business or being provided subject of capital leases) with utility supplies, it is removed or discharged within six Months an aggregate book value of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lendersleast USD 2,250,000,000.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company Italian Borrower shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company Italian Borrower shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a listed in Schedule 7 (Existing Security) except to the extent the principal amount secured by that Security is increased beyond the amount stated in that Schedule, it being agreed that any such increase shall be permitted to the extent that it falls in the basket set out in sub-paragraph (vii)(A) or (B) of this Clause (as the case may be);
(ii) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedtrading;
(iv) any Security over or affecting any asset acquired by a member Quasi-Security securing indebtedness permitted under paragraph (b) of Clause 22.12 (Indebtedness for Borrowed Money), to the Group extent such Security or Quasi-Security is discharged within the date falling six months after the date of this Agreement, the relevant acquisition provided that:
(A) the Security was that if it is not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to so discharged it shall be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, the extent it is removed or discharged falls within six Months of the date of acquisitionbasket set out in sub-paragraph (vii) below;
(v) any Security over or affecting Quasi-Security in connection with deposits to landlords for lease rentals or to any asset of any tax or customs & excise authority, utility company which becomes a member or car leasing company, in each case granted in the ordinary course of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member business of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a relevant member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations cash collateral granted in relation to the issue of a Project Company securing Project Finance Debt Bank Guarantee up to an amount equal to €15,000,000 in the aggregate at any time (without double counting any liability of that Project Company;the Borrower under such Bank Guarantee); or
(vii) any other Security or Quasi-Security not referred to in the form of cross charges over joint venture related assets granted sub-paragraph (i) to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viiivi) any Security above securing indebtedness permitted under Clause 22.12 (Indebtedness for Borrowed Money) the principal amount of which (when aggregated with (A) in the principal amount of any other indebtedness which has the benefit of Security given by any member case of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), Obligors does not in aggregate exceed 5 per cent. of the Consolidated Total Assets at that time or (or its equivalent B) in the case of any other currency member of the Group does not in aggregate exceed twenty per cent. of the Consolidated Equity of the Group, in each case as determined at the end of any Relevant Period by reference to the Consolidated Financial Statements or currencies); or
the Consolidated Quarterly Financial Statements (ixas the case may be) any Security approved by the Majority Lendersin respect of such Relevant Period.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;; LD885224/26
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi23.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Negative Pledge. (a) No Obligor The Borrower shall not (and the Company Borrower shall ensure that no each other Obligor and each other member of the Group willwill not) create or permit to subsist any Security or Quasi-Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply to:
(i) any Security comprising a or Quasi-Security listed in Schedule 5 (Existing Security), except to the extent the principal amount secured by that Security or Quasi-Security exceeds the amount stated in that Schedule;
(ii) any netting or set-off arrangement entered into by any member of the Group Obligor in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement trading, provided that the amount debt which is secured thereby secured, as so disclosed, is not thereafter increased paid when due or its maturity extendedcontested in good faith by appropriate proceedings and properly provisioned;
(iv) any the Transaction Security over and all Quasi-Security created or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation ofevidenced, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required purported to be given as a condition of the person who created the Security being permitted or evidenced, pursuant to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisitionany Finance Document;
(v) any Security over or affecting Quasi-Security arising under any asset retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any Obligor in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, default or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Groupomission by any Obligor;
(vi) any Security created lien over any assets of, the shares in, or debts or other obligations in VN OpCo granted by the Borrower in favour of a Project Company securing Project Finance Debt the Proposed ListCo solely in connection with and to facilitate an initial public offering of that Project Company;the Proposed ListCo; or
(vii) any Security in or Quasi-Security created by any Obligor with the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager prior written consent of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority LendersLender.
Appears in 1 contract
Sources: Facility Agreement (VNG LTD)
Negative Pledge. (a) No Obligor shall (and the Company shall at all times ensure that no other member of the Group will) , without the prior written consent of the Majority Banks create or permit to subsist any Security over all or any of its assets.present or future revenues or assets other than:
(a) any Security existing on the date of this Agreement which secures only indebtedness secured thereby at the date hereof or any replacement or substitute of such Security where the principal amount secured thereby does not exceed the principal amount secured by the Security which it substitutes or replaces;
(b) No Obligor shall any lien arising solely by operation of law securing obligations incurred in good faith in the ordinary course of business;
(c) any Security upon a specific asset or specific assets where such Security is given solely for the purpose of financing the cost of the acquisition of such specific asset or specific assets or any replacement or substitution of such Security and where the Company shall ensure that no other principal amount secured by each such Security does not exceed the cost of such acquisition; Back to Contents
(d) any rights by way of reservation or retention of title which are required by the supplier of any property in the normal course of such supplier's business;
(e) any Security over any asset of any member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other such member of the Group will) sell, transfer or otherwise dispose subject to such Security and which secures only indebtedness secured thereby at the date of any of its receivables on recourse terms.such acquisition;
(d) Paragraphs (a) and (b) above do not apply to:
(if) any Security comprising a netting or set-off arrangement entered into created by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by becoming a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition securing only indebtedness incurred by such member of the person who created the Security being permitted Group prior to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes its becoming a member of the Group after and not incurred in contemplation of its so becoming a member of the date of this Agreement, where the Security is created prior to Group and which secures only indebtedness secured thereby at the date on which that company such member becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vig) any Security created over on property or assets of any assets of, shares in, or debts or other obligations of a Project Company Subsidiary securing Project Finance Debt of that Project indebtedness owing to the Company;; and
(viih) any Security in the form of cross charges over joint venture related assets granted addition to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
that described in (viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (ia) to (viig) above provided that following the granting of, and giving effect to, such Security, the Obligors shall be in compliance with Clause 22.8 (B) any other Financial Indebtedness permitted under Clause 22.6(b)(viPriority Indebtedness)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Sources: Multicurrency Revolving Facility Agreement (Wolseley PLC)
Negative Pledge. (a) No Obligor The Borrower shall not (and the Company shall ensure procure that no other member of the Group willCompany shall) create or permit to subsist any Security over any of its assets.
(b) No Obligor For the purposes of this Paragraph 23, the term Security shall also include any arrangement or transaction on assets or receivables or money (and such as the Company shall ensure that no other member of the Group will):
(i) sellsale, transfer or otherwise dispose other disposal of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor any Group Company, the sale, transfer or other disposal of any other member of the Group;
(ii) enter into receivables on recourse terms or allow to subsist any arrangement under which money or the benefit of a bank account or other account may be applied, set-applied or set off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, ) in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness credit or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply toto any Security, listed below:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading payment or retention of title arrangements and rights of close out netting or set-off arising in the ordinary course of trading with suppliers of goods arrangement pursuant to any member of the GroupPermitted Hedging, but excluding any Security under a credit support arrangement in relation to a hedging transaction;
(iii) any Security existing lien arising by operation of law and disclosed in writing to the Facility Agent prior to the date ordinary course of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedtrading;
(iv) any Security over or affecting any asset acquired by a member of the Group Company after the date of this Agreement, provided thatContract if:
(A1) the Security was not created in contemplation of the acquisition of that acquisitionasset by a Group Company;
(B2) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitionasset by a Group Company; and
(C3) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months 3 months of the date of acquisitionacquisition of such asset;
(v) any Security over or affecting any asset of any company which becomes a member of the Group Company after the date of this AgreementContract, where the Security is created prior to the date on which that company becomes a member of the GroupGroup Company, provided thatif:
(A1) the Security was not created in contemplation of the acquisition of that company;
(B2) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(C3) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months 3 months of that company becoming a member of the GroupGroup Company;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Companyentered into pursuant to this Contract;
(vii) any Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a Group Company in the form ordinary course of cross charges over joint venture related assets granted to other joint venturers and/or trading and on the manager supplier's standard or usual terms and not arising as a result of the joint venture to secure obligations owed to any one default or more of the other joint venturers and/or the manager under the joint venture or related agreement;omission by any Group Company; or
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, a Group Company other than any permitted under paragraphs Paragraphs (i) to (viiviii) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time EUR 500,000 (or its equivalent in any other another currency or currencies); or.”
4.3 Pursuant to clause 24 (Most Favoured Nation Clause) of the Finance Contract:
4.4 “If the documentation relating to any Indebtedness incurred by the Borrower in relation to moneys borrowed on a long or medium term, contains any provisions which are more favourable to the relevant lender, the Borrower shall promptly notify the Bank in writing and the Bank may request the Borrower that this Contract be amended to reflect the terms of each such provisions.”
4.5 In this context, the Borrower requested the consent of the Bank to:
(ixa) any Security approved incur the additional Indebtedness under the Royalty Financing for a total principal amount of USD 2,500,000, corresponding to the nominal value of the Bonds;
(b) incur the off balance sheet commitments under the Royalty Financing up to the Applicable Premium (as defined in the Bonds Subscription Agreement); and
(c) establish the Fiducie by transferring the ▇▇▇▇▇▇▇ Receivables to it and agreeing that certain payments will be made by the Majority LendersTrustee to the Subscribers.
Appears in 1 contract
Negative Pledge. (a) No Obligor The Borrower shall not (and the Company Borrower shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
. For the purposes of this Article 7.02, the term Security shall also include any arrangement or transaction on assets or receivables or money (b) No Obligor shall (and such as the Company shall ensure that no other member of the Group will):
(i) sellsale, transfer or otherwise dispose other disposal of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor a Borrower or any other member of the Group;
(ii) enter into , the sale, transfer or allow to subsist otherwise dispose of any receivables on recourse terms or any arrangement under which money or the benefit of a bank account or other account may be applied, applied or set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, ) in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness credit or of financing the acquisition of an asset.
(cb) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply toto any Security, listed below:
(i) NOT USED
(ii) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods and documents payment or close out netting or set-off arrangement pursuant to any hedging transaction entered into by a member of title arising the Group for the purpose of:
(A) hedging any risk to which any member of the Group is exposed in its ordinary course of trading; or
(B) its interest rate or currency management operations which are carried out in the ordinary course of trading or retention business and for non-speculative purposes only, excluding, in each case, any Security under a credit support arrangement in relation to a hedging transaction;
(iv) any lien arising by operation of title arrangements law and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Grouptrading;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(ivv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatContract if:
(A) the Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months 3 months of the date of acquisitionacquisition of such asset;
(vvi) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this AgreementContract, where the Security is created prior to the date on which that company becomes a member of the Group, provided thatif:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months 3 months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in entered into pursuant to this Contract or the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreementSecurity Documents;
(viii) any Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by any member of the Group;
(ix) any Security arising as a consequence of any finance or capital lease permitted pursuant to paragraph (c) of the definition of Permitted Indebtedness; and
(x) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, Group other than any permitted under paragraphs (i) to (viiix) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time EUR 200,000 (or its equivalent in any other another currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Sources: Finance Contract (Innocoll AG)
Negative Pledge. (a) No Obligor The Borrower shall (and the Company shall ensure that no other member of the Group will) not create or permit to subsist any Security over any of its assetspresent and future assets or revenues.
(b) No Obligor The Borrower shall (and the Company shall ensure that no other member of the Group will):not:
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor the Borrower or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply to:
(i) any Security comprising granted to a Working Capital Facility Lender over Working Capital Assets as security for the Borrower's obligations under a Working Capital Facility;
(ii) any netting or set-off arrangement entered into by any member of the Group Borrower in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;trading; or
(iv) any Security over or affecting any asset acquired by a member where the Agent (acting on the instructions of all the Group after Lenders) has provided prior written consent, such consent to be provided within 15 Business Days from the date of this Agreement, provided that:
(A) notice to the Security was Lenders and such consent not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lendersunreasonably withheld.
Appears in 1 contract
Sources: Term Facility Agreement (Sterlite Industries (India) LTD)
Negative Pledge. (a) In this Clause 23.15, Quasi-Security means an arrangement or transaction described in paragraph (ii) below.
(b) Except as permitted under paragraph (iii) below:
(i) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(bii) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(iA) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group; 0081727-0000042 SN:12155633.21 119
(B) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iiC) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiD) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(iii) Paragraphs (i) and (ii) above do not apply to any Security or (as the case may be) Quasi-Security, which is:
(A) Permitted Security; or
(B) a Permitted Transaction.
(c) No Notwithstanding paragraph (b) above, no Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer create or otherwise dispose permit to subsist any Security or Quasi-Security over of any shares in the Target Group Entity (India) without the prior written consent of its receivables on recourse termsthe Lenders.
(d) Paragraphs The Company (afor itself and each member of the Group) understands and acknowledges that it is their unequivocal intention to co-operate and comply with every applicable law and regulation in India in respect of this transaction, including, without limitation, The Foreign Exchange Management Act, 1999. Accordingly, in order to be consistent with the aforesaid, it is hereby agreed (band each Obligor undertakes) above do not apply to:
(i) any Security comprising a netting that no Security, Quasi-Security, security interest, encumbrance or set-off arrangement entered into by similar interest will be created or permitted to subsist over the assets of any member of the Group in India without prior Authorisation from any Governmental Agency of the ordinary course Republic of its banking arrangements for India (including without limitation, the purpose Reserve Bank of netting debit India), where the same may be required. For the avoidance of doubt, nothing in this Clause 23.15 shall be construed (and credit balances;
(iiis not intended to be construed) as creating any Security over goods and documents of title arising Security, Quasi-Security, security interest, encumbrance or similar interest in the ordinary course assets of trading any member of the Group or retention directing the disposal of title arrangements and rights any assets of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Sources: Facilities Agreement (StarTek, Inc.)
Negative Pledge. (a) No Obligor The Borrower shall not (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor The Borrower shall not (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables whether or not on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a listed in Schedule 3 (Existing Security) except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule;
(ii) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedtrading;
(iv) any Security over or affecting any asset acquired by a member of the Group Borrower after the date of this Agreement, provided thatAgreement if the Security was created only to secure:
(A) the Security was not created in contemplation of that any Financial Indebtedness incurred to finance such acquisition;; or
(B) any Financial Indebtedness incurred to refinance that referred to in item (A) above, in each case if the principal amount thereby secured has is not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisitionincreased;
(v) any Security over or affecting entered into pursuant to any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisitionFinance Document; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;or
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in with the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager consent of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority LendersLender.
Appears in 1 contract
Sources: Facility Agreement (MediaRing LTD)
Negative Pledge. (a) 21.3.1 No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) 21.3.2 No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (21.3.3 Paragraphs 21.3.1 and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) 21.3.2 above do not apply to:
(i) any Security comprising a listed in Schedule 7 (Existing Security) except to the extent the principal amount secured by that Security is increased beyond the amount stated in that Schedule, it being agreed that any such increase shall be permitted to the extent that it falls in the basket set out in sub paragraph (vii)(A) or (B) of this Clause (as the case may be);
(ii) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedtrading;
(iv) any Security over or affecting any asset acquired by a member of Quasi-Security securing indebtedness permitted under paragraph 21.12.2, to the Group extent such Security or Quasi-Security is discharged within the date falling six months after the date of this Agreement, the relevant acquisition provided that:
(A) the Security was that if it is not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to so discharged it shall be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, the extent it is removed or discharged falls within six Months of the date of acquisitionbasket set out in sub-paragraph (vii) below;
(v) any Security over or affecting Quasi-Security in connection with deposits to landlords for lease rentals or to any asset of any tax or customs and excise authority, utility company which becomes a member or car leasing company, in each case granted in the ordinary course of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member business of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a relevant member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations cash collateral granted in relation to the issue of a Project Company securing Project Finance Debt Bank Guarantee up to an amount equal to €15,000,000 in the aggregate at any time (without double counting any liability of that Project Company;the Borrower under such Bank Guarantee); or
(vii) any other Security or Quasi-Security not referred to in the form of cross charges over joint venture related assets granted sub-paragraph (i) to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viiivi) any Security above securing indebtedness permitted under Clause 21.12 (Indebtedness for Borrowed Money) the principal amount of which (when aggregated with (A) in the principal amount case of the Obligors does not in aggregate exceed 5 per cent of the Consolidated Total Assets or (B) in the case of any other indebtedness which has member of the benefit Group does not in aggregate exceed twenty per cent of Security given by any member the Consolidated Equity of the Group, other than in each case as determined at the end of any permitted under paragraphs Relevant Period by reference to the Consolidated Financial Statements or the Consolidated Quarterly Financial Statements (ias the case may be) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. in respect of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenderssuch Relevant Period.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company Parent shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company Parent shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balancesbalances (including pursuant to cash pooling arrangements) or the netting or set-off of payments under any derivative transaction documented on market standard terms using an ISDA Master Agreement and entered into in the ordinary course of business of the relevant member of the Group in connection with the protection against or benefit from the fluctuation in any rate or price;
(ii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Groupbusiness;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting (or transaction (“Quasi-Security”) described in paragraph (b) affecting) any asset acquired by a member of the Group concluded after the date of this Agreement, provided thatAgreement if:
(A) the Security or Quasi-Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Quasi-Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of the date of acquisitionacquisition of such asset;
(viv) any Security or Quasi-Security over or affecting any asset of any company which becomes a member Subsidiary of the Group Company after the date of this AgreementAgreement or a Subsidiary of the Parent after the Parent Newco Accession Date, where the Security or Quasi-Security is created prior to the date on which that company becomes a member Subsidiary of the GroupCompany or a Subsidiary of the Parent (as the case may be), provided thatif:
(A) the Security or Quasi-Security was not created in contemplation of the acquisition of that company;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Quasi-Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of that company becoming a Subsidiary of the Company or a Subsidiary of the Parent (as the case may be);
(v) any Security created or arising in the ordinary course of business of the relevant member of the GroupGroup which is specified below:
(A) title transfer or retention arrangements provided for under the terms and conditions applicable to stock supplies made to the relevant member of the Group in the ordinary course of trading;
(B) Security over or affecting any assets of any member of the Group incorporated in any state of the United States of America where the Security is created for the purpose of securing the payment of any taxes of such Subsidiary which are not yet due and payable or which are being contested in good faith and by appropriate proceedings diligently prosecuted provided that adequate reserves with respect thereto are maintained in the accounts of such Subsidiary in accordance with generally accepted accounting principles in the United States of America, unless and until any lien resulting therefrom attaches to its property and becomes enforceable against its other creditors;
(C) carriers’, warehousemen’s, mechanics’, materialmens’, repairmens’ or other liens arising in the ordinary course of business of any member of the Group which are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings diligently prosecuted;
(D) subordinations of leaseholders’ interests in retail property to the interest of mortgagees of the fee interests therein in the ordinary course of business of any member of the Group incorporated in any state of the United States of America;
(E) pledges or deposits by any member of the Group incorporated in any state of the United States of America where the pledges or deposits are created for the purpose of securing the payment of any workmen’s compensation, unemployment insurances, social security or other similar public or statutory payment which that member of the Group is required to make pursuant to the federal, or as the case may be state or municipal, laws of the United States;
(F) Security over rental or other deposits made in the ordinary course of business of any member of the Group aggregating together not more than $2,000,000 (or the equivalent thereof); or
(vi) any Security created over any assets ofsecuring indebtedness, shares in, or debts or other obligations and/or liabilities of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager members of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any Group not permitted under paragraphs (i) to (viiv) above and (B) up to an aggregate principal amount at any other Financial Indebtedness permitted under Clause 22.6(b)(vi))time of such indebtedness, does obligations and/or liabilities not exceed 5 per cent. of Total Assets at that time exceeding $125,000,000 (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an assetasset (any such matter being "Quasi-Security").
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
Subject to paragraph (d) Paragraphs below, paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents lien arising by operation of title arising law in the ordinary course of trading or retention of title arrangements business and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Groupsecuring amounts not more than 30 days overdue;
(iii) any Security existing lien arising by operating of law in the ordinary course of business and disclosed in writing to the Facility Agent prior to the date of this Agreement securing amounts more than 30 days overdue provided that such overdue amounts are being contested by the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedrelevant Obligor in good faith;
(iv) any Security over or affecting (or transaction ("Quasi-Security") described in paragraph (b) above) affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatAgreement if:
(A) the Security or Quasi-Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(B) the principal amount thereby secured has not been increased in contemplation of, or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Quasi-Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months three months of the date of acquisitionacquisition of such asset;
(v) any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group, provided thatif:
(A) the Security or Quasi-Security was not created in contemplation of the acquisition of that company;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Quasi-Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months three months of that company becoming a member of the Group;; or
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Companythe Transaction Security;
(vii) any Security in netting or set-off arrangement entered into under any hedging transaction permitted under Clause 24.14 where the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager obligations of the joint venture parties are calculated by reference to secure obligations owed to any one or more of the other joint venturers and/or the manager net exposure under the joint venture or related agreementthat hedging transaction;
(viii) any Quasi-Security arising as a result of a sale, transfer or other disposal which is a permitted under Clause 24.4 (Disposals);
(ix) any Security or Quasi-Security created after the commencement of legal proceedings with a view to preserving the status quo between the litigants pending the outcome of those proceedings, provided that such Security or Quasi-Security does not secure Financial Indebtedness exceeding in aggregate US$1,000,000 (or its equivalent in another currency or currencies) at any time and is released forthwith upon final determination of such litigation provided that such Security or Quasi-Security shall be created or arise solely pursuant to a legal obligation or requirement;
(x) any Security or Quasi-Security over goods, documents of title to goods and related documents and insurances and their proceeds to secure liabilities of any member of the Group in respect of a letter of credit or other similar instrument issued for all or part of the purchase price and costs of shipment, insurance and storage of goods acquired by any member of the Group in the ordinary course of trading;
(xi) easements, zoning restrictions and similar encumbrances on real property and minor irregularities in the title thereto that do not (i) secure obligations for the payment of money or (ii) materially impair the value of such property or its use by any member of the Group in the ordinary course of business;
(xii) any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading and not as a result of any default or omission by any member of the Group;
(xiii) any Quasi Security arising as a result of any factoring of receivables permitted under Clause 24.14;
(xiv) any Security or Quasi-Security with the consent of the Majority Lenders;
(xv) any Security or Quasi-Security created or subsisting to secure any obligations incurred in order to comply with the requirements of Section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) and/or Section 7d of the German Sozialgesetzbuch IV;
(xvi) any Security or Quasi-Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security or Quasi Security given by any member of the Group, Group other than any permitted under paragraphs (i) to (viixv) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not at any time exceed 5 per cent. of Total Assets at that time US$1,500,000 (or its equivalent in any other another currency or currencies); or.
(ixd) Flexsys Indústria e Comercío Ltda is not permitted to create or permit to subsist any Security approved or Quasi-Security nor incur any secured or quasi-secured obligations (howsoever described) referred to in paragraph (c)(iv) to (c)(xv) above.
(e) No Belgian Obligor shall create any Security or Quasi-Security (including but by the Majority Lendersno means limited to any pledge) over or affecting any inventory of that Belgian Obligor.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):shall:
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the GroupObligor;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms; 10328650694-v9 - 75 - 70-41102614
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group Obligor in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Grouptrading;
(iii) any Security existing and disclosed over or affecting (or transaction ("Quasi-Security") described in writing to the Facility Agent prior to paragraph (b) above affecting) any asset acquired by an Obligor after the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatif:
(A) the Security or Quasi-Security was not created in contemplation of the acquisition of that acquisitionasset by the Obligor;
(B) the principal amount thereby secured has not been increased in contemplation of, or since the date of, acquisition of that acquisitionasset by the Obligor; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Quasi-Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months three months of the date of acquisitionacquisition of such asset;
(iv) any Security securing Project Finance Borrowings;
(v) any Security over or affecting any asset the shares of any company which becomes a member of the Group after the date of this Agreement, where the Security which is created prior to the date on which that company becomes a member of the Group, not an Obligor provided that:
(A) the such Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour required by and forms part of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the GroupProject Finance Borrowing arrangement;
(vi) any Security created over entered into pursuant to any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;Document; or
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Quasi-Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security or Quasi-Security given by any member of the Group, Group other than any permitted under paragraphs (i) to (viivi) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time £50,000,000 (or its equivalent in any other another currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Negative Pledge. 2.1 For the duration of the Facility the Borrower shall not without written consent of the Lender:
(a) No Obligor shall create, issue or allow to come into being any guarantee, indemnity, debenture, stock, charge, lien or other encumbrance, on all or part of its undertaking, property or other assets, its uncalled capital or revenue, except for liens arising by operation of law or in the ordinary course of business, or
(and b) borrow any money, obtain any advance or credit in any form, other than normal trade credit, or enter into any hire purchase, credit sale, conditional sale or deferred payment agreements as purchaser, or any leasing agreements as lessee, except with the Company shall ensure that no other member prior written consent of the Group willLender; or
(c) create change the terms of employment or remuneration of any Director; or
(d) make payments to the Directors by way of loan, divided or bonus; or
(e) create, or permit to subsist subsist, any Security over any of its assets.; or
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(if) sell, transfer or otherwise dispose of any of its receivables or assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;recourse terms; or
(iig) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) or enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do 2.2 Paragraph 2.1shall not apply to:
(ia) any Existing Security, except to the extent that the principal amount secured by that Existing Security comprising a exceeds the amount stated in the definition of Existing Security; or
(b) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its the Borrower’s banking arrangements for the purpose of netting debit and credit balances;; or
(c) any payment or close out netting or set-off arrangement under any hedging transaction entered into for the purpose of:
(i) hedging any risk to which the Borrower is exposed in its ordinary course of trading; or
(ii) any Security over goods and documents of title arising the Borrower’s interest rate or currency management operations which are carried out in the ordinary course of trading or retention business and for non-speculative purposes only, excluding, in each case, any Security under a credit support arrangement in relation to a hedging transaction; or
(d) any lien arising by operation of title arrangements law and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;trading; or
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(ive) any Security over or affecting any asset acquired by a member of the Group Borrower after the date of this Agreement, provided thatagreement if:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(Ai) the Security was not created in contemplation of the acquisition of that companyasset by the Borrower;
(Bii) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitionasset by the Borrower; and
(Ciii) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member one month of the Group;date of acquisition of the asset; or
(vif) any Security created over entered into under any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;Transaction Document; or
(viig) any Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to the Borrower in the form ordinary course of cross charges over joint venture related assets granted to other joint venturers and/or trading and on the manager supplier’s standard or usual terms and not arising as a result of any default or omission by the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;Borrower; or
(viiih) any Security securing indebtedness Indebtedness, the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness Indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (ia)- (g) to (viiabove) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time £10,000 (or its equivalent in any other another currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi23.6(b)(vii)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company Borrower shall ensure that no other member of the Borrower Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company Borrower shall ensure that no other member of the Borrower Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member Affiliate of the Groupan Obligor;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company Borrower shall ensure that no other member of the Borrower Group will) sell, transfer or otherwise dispose of any of its receivables on recourse termsreceivables, except as permitted by the Finance Documents.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Permitted Security;
(ii) up to First Utilisation Date, the Existing Bridge Facilities Security;
(iii) any Permitted FF&E Security;
(iv) any Permitted Aircraft/Watercraft Security;
(v) any Permitted Refinancing Security; or
(vi) any Security comprising a netting or setagreed by the Majority Lenders.
(e) Paragraphs (a) and (b) above do not apply to sale-off arrangement lease back transactions:
(i) entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balancesBorrower Group;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods respect to any member of the GroupPermitted FF&E;
(iii) in an aggregate principal amount with respect to any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby securedsuch lease at any one time outstanding, as so disclosedtaken together with all Permitted FF&E Indebtedness (without duplication), is does not thereafter increased or its maturity extended;exceed S$600,000,000; and
(iv) on terms reasonably satisfactory to the Agent, including the provisions regarding tenor, rental amounts and other terms.
(f) Paragraph (c) above does not apply to:
(i) any Security over or affecting any asset acquired sale of receivables by a member of the Borrower Group after the date of this Agreement, provided that:for cash for fair market value; or
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(vii) any Security over or affecting any asset cash monetization of any company which becomes rental payments by a member of the Group after the date of this AgreementBorrower Group, in each case, where the Security is created prior to cash proceeds are receivable no later than the date on which that company becomes a member completion of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, sale or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier monetization and was required to be given are treated as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority LendersIntegrated Resort Revenues.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company Guarantor shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company Guarantor shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets receivables on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Grouprecourse terms;
(ii) enter any title retention arrangement with respect to deferred payment terms of more than 90 days;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (aClauses 22.3(a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its or the Group’s banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatAgreement if:
(A) A. the Security was not created in contemplation of the acquisition of that acquisition;asset by a member of the Group; and
(B) B. the principal amount thereby secured has not been increased in contemplation of, or since the date of, acquisition of that acquisition; andasset by a member of the Group.
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(viii) any Security over or affecting any asset of any company entity which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company entity becomes a member of the Group, provided thatif:
(A) A. the Security was not created in contemplation of the acquisition of that companyentity; and
B. the principal amount secured has not increased in contemplation of or since the acquisition of that entity.
(iv) Securities arising by statute or imposed by operation of law which do not secure Financial Indebtedness;
(Bv) Securities to secure the amount thereby secured has not been increased performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, Governmental Agency contracts, performance and return-of-money bonds and other similar obligations incurred in contemplation of, or since the date of, that acquisition; and
ordinary course of business (C) unless the Security is in favour of a government or utility supplier and was required to be given except as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Groupsecurity for Financial Indebtedness);
(vi) any Security created over any assets ofSecurities securing amounts in connection with workers’ compensation, shares in, or debts or unemployment insurance and other obligations types of a Project Company securing Project Finance Debt of that Project Companysocial security;
(vii) Securities on or over all or any Security part of the interest of any member of the Group in the form of cross charges over joint venture related assets granted any Joint Venture to other joint secure that member’s obligations and liabilities to its co-venturers and/or the manager or operator of the joint venture to secure obligations owed to any one Joint Venture or more their agent, including the revenues and assets derived by the member from, or employed by the member in, the Joint Venture, in favour of the other joint venturers and/or the manager under the joint venture or related agreementits co-venturers;
(viii) Securities to secure Financial Indebtedness in which a member of the Group has paid money or deposited securities with a trustee or depository pursuant to a Defeasance Arrangement;
(ix) Securities to secure the payment or repayment of Limited Recourse Debt or Non-Recourse Debt with respect to a project or development, provided that such Securities do not extend to any Security securing indebtedness assets other than:
A. a Group member’s Project Property in respect of the principal amount project or development;
B. all or any part of the Economic Interest of a member of the Group in a Project Vehicle and the rights and proceeds derived from that Economic Interest if:
1) the assets of the Project Vehicle form part of or are directly connected with the project or development;
2) those assets comprise all or substantially all of the assets of the Project Vehicle; and
3) where that Economic Interest of the member of the Group which (when aggregated with has created or proposed to create the Securities is an indirect Economic Interest held through interposed persons, the Economic Interest of each of those interposed persons in the Project Vehicle comprises all or substantially all of the assets of that person;
C. any other asset of the Group member referred to in (A) or (B) if that other asset has a market value less than US$250,000; or
D. any combination of the principal amount assets, Economic Interest, rights and proceeds referred to in (B)(1), (2) or (3) above;
(x) Securities for Taxes which are being contested in good faith and if a reserve or other appropriate provision, if any, as required by applicable generally accepted accounting principles has been made for the Taxes by the Group;
(xi) Securities in favour of an Obligor or a Class Order Guarantor;
(xii) any attachment or judgment Securities, unless the judgment it secures is not discharged or execution stayed pending appeal, within 60 days after when it was entered, or is not discharged within 60 days after the expiration of any other indebtedness such stay;
(xiii) Securities in respect of receivables, inventory and related assets (including Securities securing payment of the receivables, contracts to buy inventory and the proceeds of such receivables, contracts and assets) in favour of any person which has are created:
A. in connection with any facility or program (including a securitisation and related Derivative Transactions) under which funds have been provided to a member of the benefit Group on a non-recourse basis in exchange for all or any of Security given by any the receivables or inventory; and
B. as security for the obligations of a member of the Group under the facility or program, payment of the receivables and/or payment of the inventory;
(xiv) Securities over documents of title, bills of lading and insurance policies in respect of goods or assets imported or exported in the ordinary course of business of a member of the Group, other than over the goods or assets and any permitted under paragraphs proceeds payable under, or from the disposal of, any of the foregoing assets which secures any Financial Indebtedness incurred by a member of the Group to acquire the goods or assets imported by it or to raise funds in respect of the goods or assets exported by it if the Financial Indebtedness is repaid within six months after it has been incurred;
(i) to (vii) above and (Bxv) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), Securities securing indebtedness the aggregate principal amount of which does not exceed 10% of Net Tangible Assets as shown in the most recent Financial Statements of the Group.
(d) If, at any time, any Security described in clause 22.3(c)(ix) secures any debt which is not Limited Recourse Debt or Non-Recourse Debt, each Obligor must promptly (and, in any event, within 5 per cent. of Total Assets at Business Days) procure that time the Security is amended, released or discharged to the extent necessary to ensure that it secures only Limited Recourse Debt or Non-Recourse Debt (or its equivalent in any other currency both), and provide the Agent with evidence of such amendment, release or currencies); or
(ix) any Security approved by the Majority Lendersdischarge.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company Original Borrower shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company Original Borrower shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting created and entered into pursuant to the Security Documents listed in Schedule 13 (Security Documents) to this Agreement;
(ii) any cash collateralisation with respect to the Loan Notes;
(iii) any Security listed in Schedule 9 (Existing Security) provided that such Security is fully discharged on or prior to the first Utilisation;
(iv) any netting, Security or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiv) any Security over goods and documents of title arising netting or set-off arrangement contained within any derivative contract entered into in the ordinary course of trading or business;
(vi) any retention of title arrangements provisions contained in the terms of business of any supplier and rights of set-off arising entered into in the ordinary course of trading with suppliers of goods to any member of the Groupbusiness;
(iiivii) any Security existing lien arising by operation of law and disclosed in writing to the Facility Agent prior to ordinary course of business;
(viii) a mortgage created by MSTC Blanch in favour of Bank ▇▇▇▇ and dated 2 August 2000 over the date property at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇;
(ix) a deed of charge created by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Group plc in favour of Barclays Bank PLC and dated 19 February 2001 over credit balance and in respect of a share option loan facility;
(x) a rental deposit between ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Limited and Banca CRT for Lira 62,400,000 for a rental guarantee provided by it in respect of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Limited's office in Rome;
(xi) any contractual set-off arrangement not constituting a mortgage, charge, security assignment or other security interest and entered into in the ordinary course of business in respect of Financial Indebtedness incurred in accordance with the terms of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedon arm's length terms;
(ivxii) any Security over or affecting (or transaction ("Quasi-Security") described in paragraph (b) above affecting) any asset acquired by a member of the Group after the date of this Agreement, provided thatAgreement if:
(A) the Security or Quasi-Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(B) the principal amount thereby secured has not been increased in contemplation of, or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Quasi-Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of the date of acquisitionacquisition of such asset;
(vxiii) any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group, provided thatif:
(A) the Security or Quasi-Security was not created in contemplation of the acquisition of that company;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Quasi-Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of that company becoming a member of the Group;; or
(vixiv) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Quasi-Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, or Quasi-Security other than any permitted under paragraphs (i) to (viivi) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (Pounds)3,000,000 (or its equivalent in any other another currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply to:
(i) any Security comprising a listed in Schedule 9 (Security) except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule;
(ii) any cash management, netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods and documents payment or close out netting or set-off arrangement pursuant to any hedging transaction entered into by a member of title arising the Group for the purpose of:
(A) hedging any risk to which any member of the Group is exposed in its ordinary course of trading; or
(B) its interest rate or currency management operations which are carried out in the ordinary course of trading or retention business and for non-speculative purposes only, excluding, in each case, any Security under a credit support arrangement in relation to a hedging transaction;
(iv) any lien arising by operation of title arrangements law and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Groupbusiness;
(iiiv) any Security existing resulting from the rules and disclosed regulations of any clearing system or stock exchange over shares and/or other securities held in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased clearing system or its maturity extendedstock exchange;
(ivvi) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided Agreement to the extent that:
(A) the Security was not created in contemplation of the acquisition of that acquisition;asset by a member of the Group; and
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisition; and
(C) unless the Security is in favour of asset by a government or utility supplier and was required to be given as a condition member of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisitionGroup;
(vvii) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided to the extent that:
(A) the Security was not created in contemplation of the acquisition of that company;; and
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months acquisition of that company becoming a member of the Groupcompany;
(viviii) any Security created pursuant to any Finance Document;
(ix) any title transfer or retention of title arrangement entered into by any member of the Group in the ordinary course of business;
(x) pledges of goods, the related documents of title and/or other related documents arising or created in the ordinary course of business as security for indebtedness to a bank or financial institution directly relating to the goods or documents over which that pledge exists;
(xi) any assets of, shares in, or debts Security over cash or other obligations investments for bank guarantees given in the ordinary course of a Project Company trading securing liabilities of up to, in aggregate, $100,000,000 (or its equivalent in any other currency or currencies) or to meet any margin requirement in respect of derivative transactions;
(xii) any Security resulting from the rules and regulations of any clearing system or stock exchange over shares and/or other securities held in that clearing system or stock exchange;
(xiii) any Security securing Project Finance Debt of that Project CompanyIndebtedness;
(viixiv) any Security provided in relation to the form InterContinental executive top-up scheme securing liabilities of cross charges over joint venture related assets granted to up to, in aggregate, $100,000,000 (or its equivalent in any other joint venturers and/or the manager of the joint venture to secure obligations owed to any one currency or more of the other joint venturers and/or the manager under the joint venture or related agreementcurrencies);
(viiixv) any Security replacing any Security permitted under paragraph (i) above or this paragraph (xv) and securing the same indebtedness or obligations whose principal amount does not exceed the maximum principal amount secured, or which could be secured, by the replaced Security when it is replaced;
(xvi) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, Group other than any permitted under paragraphs (i) to (viixv) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time an amount equal to $150,000,000 (or its equivalent in any other currency or currencies); or
(ixxvii) any other Security approved by created or outstanding with the prior consent of the Majority Lenders.
Appears in 1 contract
Sources: Loan Agreement (Intercontinental Hotels Group PLC /New/)
Negative Pledge. (a) No Obligor party hereto shall, and each Obligor party hereto shall (and the Company shall ensure procure that no other member none of the Group its Subsidiaries will) , create or permit to subsist any Security and/or Quasi-Security over any of its assets.assets (including without limitation the MD Patent), except for:
(a) any lien arising by operation of law and in the ordinary course of trading and securing amounts not more than 60 days overdue;
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balancesbalances of members of the Group, provided that (i) such arrangement does not permit credit balances of any Obligor to be netted or set off against debit balances of any other member of the Group or any other person, (ii) such arrangement does not give rise to other Security over the assets of any Obligor in support of any of the liabilities of any other member of the Group or any other person and (iii) such arrangement is waived by the applicable counterparty thereto to the extent required under any Security Document;
(iic) any Quasi-Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;constituted under:
(iiii) any Security existing the Equipment Leasing Contracts (on the terms subsisting as at the date of this Agreement and disclosed in writing notified to the Facility Agent prior to the date of this Agreement provided Agreement) over the applicable MD related equipment (excluding any LHD Unit) that is the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;subject of the Equipment Leasing Contracts; and/or
(ivii) any Security over or affecting any asset acquired by a member the Capital Leasing Contract (on the terms subsisting as at the date of this Agreement and notified to the Group after Facility Agent prior to the date of this Agreement, provided that:) over certain office equipment that is the subject of the Capital Leasing Contract; and/or
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vid) any Security created over any assets of, shares in, under or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) evidenced by any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
Document (viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (ia) to (viid) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vibeing “Permitted Security”)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (will, and the Company shall ensure each Obligor will procure that no other member none of the Group its Subsidiaries will) , create or permit to subsist any Security over Encumbrance on the whole or any part of its assets.
(b) No Obligor shall (and respective present or future business, assets or undertaking except for the Company shall ensure that no other member of the Group will):following:
(i) sell, transfer Encumbrances constituted or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired evidenced by an Obligor or any other member of the GroupSecurity Documents;
(ii) enter into or allow to subsist Encumbrances expressly permitted in writing by the Majority Lenders, provided that the principal amount of the indebtedness secured by such Encumbrances shall not at any arrangement under which money or time be increased beyond the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; oramount expressly so permitted;
(iii) enter into any Encumbrances over assets the aggregate value of which is less than euro 500,000 (or its equivalent in other preferential arrangement having a similar currencies) arising by operation of law (or by agreement to the same effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for business and not as a result of any default or omission on the purpose part of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iiiiv) any Security Encumbrances over goods and documents of title to goods arising in the ordinary course of letter of credit transactions entered into in the ordinary course of trade;
(v) Encumbrances over credit balances on bank accounts of members of the Group together created in order to facilitate the operation of such bank accounts and other bank accounts of such members of the Group with such bank on a net balance basis with credit balances and debit balances on the various accounts being netted off for interest purposes;
(vi) Encumbrances over assets (not being shares or stock) the aggregate value of which is less than euro 500,000 (or its equivalent in other currencies) acquired after the Effective Date and existing and disclosed in writing to the Facility Agent prior to at the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was their acquisition but not created in contemplation of their acquisition, provided that acquisition;
(A) the principal amount secured by any such Encumbrance shall not be increased beyond the amount secured thereby at the date of such acquisition and (B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier such Encumbrances are either released and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months three months of the date of acquisitionsuch acquisition or, if there is a material cost in obtaining the removal of any such Encumbrance from any public register, all amounts and liabilities (actual or contingent, present or future) secured on or by any such Encumbrance are paid and discharged in full within three months of the date of such acquisition and the creditor has acknowledged in writing payment and discharge of all such amounts and liabilities;
(vvii) any Security over or affecting any asset Encumbrances arising automatically by operation of law in favour of any company governmental authority in respect of Taxes or governmental charges which becomes a are being contested by the relevant member of the Group after in good faith diligently pursued provided that a reserve or provision for the date full amount of this Agreement, where Tax or charges in dispute has been made in the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member Accounts of the Group;
(viviii) any Security created Encumbrances over any certain of the assets ofof ▇▇▇▇▇▇.▇▇▇ France S.A. under a nantissement de fonds de commerce which Encumbrances have been irrevocably released under a Deed of Release dated before 15th December, 1998 and an Encumbrance over the shares inof Free Ads Paper Srl which has been irrevocably released before 15th December, 1998 and in each case where all debts, liabilities or debts amounts (actual or other obligations of a Project Company securing Project Finance Debt of that Project Companycontingent, present or future) secured on or by such Encumbrance have been paid or discharged in full;
(viiix) any Security in Encumbrances (not being over the form shares or stock of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any ) not otherwise permitted under pursuant to paragraphs (ii)-(viii) to (viiinclusive) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does together securing indebtedness in an aggregate principal amount not exceed 5 per cent. of Total Assets at that time exceeding euro 3,000,000 (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Negative Pledge. (a) No Obligor Subject to paragraph (b) below, Sappi Limited shall not (and the Company shall ensure that no other member of the Group Company will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no assets other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply tothan:
(i) any Security comprising a created under any Finance Document;
(ii) any Security arising by operation of law or in the ordinary course of trade;
(iii) any Security granted in the ordinary course of trade over accounts created pursuant to any deposit or retention of purchase price arrangements;
(iv) any netting or set-off arrangement entered into by any member of the Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents balances of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisitionCompanies;
(v) any Security over or affecting any an asset of a Group Company established to hold assets of any share option scheme of the Group securing any loan from a Group Company to finance the acquisition of such assets;
(vi) any Security over an asset of a Group Company, or any company which becomes a member Group Company, to secure Financial Indebtedness incurred by such company for the purpose of purchasing that asset or of refinancing any such Financial Indebtedness where recourse for that Financial Indebtedness is limited solely to such Security, provided that such Security secures Financial Indebtedness, the aggregate outstanding principal amount of which does not exceed Euro 50,000,000 (or its equivalent in any currency or currencies) at any time;
(vii) any Security over treasury shares in a Group Company which have been purchased pursuant to a share buy-back scheme;
(viii) any Security over or affecting any property or asset of a Group Company after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the GroupGroup Company, provided thatif:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the principal amount thereby secured has not increased in contemplation of or since the acquisition of that company; and
(C) the Security is removed or discharged within three months of that company becoming a Group Company;
(ix) any Security over or affecting any property or asset acquired by a Group Company after the date of this Agreement if:
(A) the Security was not created in contemplation of the acquisition of that asset by a Group Company;
(B) the principal amount secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitionasset by a Group Company; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months three months of the date of acquisition of such asset;
(x) any Security listed in Part I of Schedule 9 (Existing Security, Guarantees and Intercompany Loans) where the principal amount secured has not been increased since the date of this Agreement unless expressly permitted by the terms of this Agreement;
(xi) any Security granted by a Group Company over trade receivables as part of any invoice discounting, factoring or securitisation arrangement which trade receivables have a maturity of less than 364 days where the aggregate principal amount of Financial Indebtedness secured by such Security does not exceed Euro 600,000,000 (or its equivalent in any currency or currencies) provided that company becoming to the extent security created pursuant to paragraph (xvi) below is security for a securitisation, the amount referred to herein shall be decreased by the principal amount of the securitisation secured by such Security;
(xii) any Security granted by a Group Company (other than an Obligor) in favour of another Group Company or Security granted by an Obligor in favour of another Obligor, provided that no Non-Obligor Chargor or member of the GroupGuarantor Coverage Group may grant any Security in favour of, or for the benefit of, a Sappi Southern Africa Group Company;
(vixiii) any retention or extended retention of title, hire purchase or conditional sale arrangements or other arrangements having the same effect and rights of set-off arising in the ordinary course of trade with suppliers of goods and services to any Group Company and if arising as a result of any default or omission by any Group Company, which does not subsist for a period of more than 90 days;
(xiv) any Security granted with the prior consent of the Majority Lenders;
(xv) any Security granted in favour of a Senior Creditor to the extent that such Security secures all Senior Creditors on a pari passu basis and is otherwise permitted under the terms of the Intercreditor Agreement;
(xvi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Companythe M-Real Trade Receivables to secure Financial Indebtedness permitted under Clause 22.9 (Financial Indebtedness);
(viixvii) any Bond Only Security (as defined in the Intercreditor Agreement); and
(xviii) any Security in the form not falling within any of cross charges paragraphs (i) to (xvii) above over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness an asset which secures indebtedness, the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, Group Company (other than any permitted under Security falling within paragraphs (i) to (viixvii) above and (Binclusive)) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time Euro 100,000,000 (or its equivalent in any other currency or currencies); or) at any time.
(ixb) Sappi Limited shall procure that no Sappi Southern Africa Group Company will create or permit to subsist any Security approved over any of its assets for Sappi Southern Africa Group Indebtedness other than Security permitted under sub-paragraphs (ii) (arising by the Majority Lendersoperation of law only), (iv), (viii), (ix), (x), (xi), (xii), (xiv) or (xviii) of paragraph (a) above.
Appears in 1 contract
Sources: Facilities Agreement (Sappi LTD)
Negative Pledge. (a) No Obligor Borrower shall (and the Company shall ensure that no other member of the Group Material Subsidiary will) create or permit to subsist any Security over any of its assets.
(b) No Obligor Borrower shall (and the Company shall ensure that no other member of the Group Material Subsidiary will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a listed in Schedule 9 (Existing Security) except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule;
(ii) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedtrading;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatAgreement if:
(A) the Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(B) the principal amount thereby secured has not been increased in contemplation of, or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months 2 months of the date of acquisitionacquisition of such asset;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided thatif:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(C) unless (except for ▇▇▇▇ Company) the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months 2 month of that company becoming a member of the Group;
(vi) any Security created over entered into pursuant to any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;Document; or
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by the Company or any member of the Group, Material Subsidiary other than any permitted under paragraphs (i) to (viivi) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time 75 million Euros (or its equivalent in any other another currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Sources: Multicurrency Term and Revolving Facilities Agreement (Tenedor CORP)
Negative Pledge. (a) No Except as provided below, no Obligor shall (other than the Parent) may, and the Company shall ensure procure that no Material Group Member or Security Provider (other member of the Group than TTM International) will) , create or permit allow to subsist exist any Security over Interest on any of its present or future assets.
(b) No Obligor shall (other than the Parent) may, and the Company shall ensure procure that no Material Group Member or Security Provider (other member of the Group than TTM International) will)::
(i) sell, transfer or otherwise dispose of any of its present or future assets on terms whereby they are where it is or may be leased to or re-acquired or acquired by an Obligor or any other a member of the GroupMaterial Group or any of its related entities;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an assetasset (present or future).
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security Interest constituted by the Security Documents;
(ii) any Security Interest comprising a netting or set-off arrangement entered into by any a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedtrading;
(iv) any Security over Interest given, by an Obligor or affecting member of the Group listed in Part 1 (Existing Security Interest) of Schedule 5 (Existing Security Interest, Loans and Guarantees), provided that the principal amount secured is not increased from the amount stated in that Schedule;
(v) any Security Interest on an asset, or an asset of any person, acquired by a member of the Group after the date of this Agreement, provided that:
(A) Agreement but only to the extent that the principal amount secured by that Security was not created in contemplation of that acquisition;
(B) the amount thereby secured Interest has not been incurred or increased in contemplation of, or since since, the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares inInterest on an asset, or debts an asset of any person, acquired or other obligations to be acquired by a Borrower to secure indebtedness raised for the purpose of a Project Company securing Project Finance Debt financing or refinancing the acquisition or development of that Project Companyasset but only to the extent that the principal amount secured by that Security Interest does not exceed the cost of the acquisition or development;
(vii) any Security in the form of cross charges Interest over joint venture related assets granted cash collateral required to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager be provided under the joint venture or related agreement;this Agreement; and
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given Interest created by any a member of the GroupMaterial Group to secure Financial Indebtedness under Onshore PRC Bank Borrowing not exceeding RMB500,000,000 in aggregate.
(d) For the avoidance of doubt, other than any permitted under paragraphs Security Interest constituted by the Security Documents may be shared between (i) to (vii) above the Finance Parties and (Bii) any other Financial Indebtedness permitted under Clause 22.6(b)(vi))party to a derivative transaction entered into with an Obligor in connection with this Agreement, does not exceed 5 per cent. of Total Assets at that time (protecting against or its equivalent benefiting from fluctuations in any other currency rate or currencies); or
(ix) any price pursuant to the terms of an intercreditor agreement in form and substance satisfactory to the Security approved by the Majority LendersTrustee at such time.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member None of the Group will) Obligors shall create or permit to subsist any Security over over:
(i) the trademark “OZON” or “OZON Travel”;
(ii) the internet domain “▇▇▇▇.▇▇”;
(iii) any Shares in the Borrower or Ozon Holding; or
(iv) any fixed asset of its assetsBorrower having a balance sheet value which, when aggregated with the balance sheet value of each other asset of the Group, represents fifteen per cent. (15%) or more of the aggregate balance sheet value of all fixed assets of the Group.
(b) No Obligor shall Paragraph (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do a)above does not apply toto any Security, listed below:
(i) any Security comprising a netting licence agreement relating to the trademarks “OZON” or set-off arrangement entered into by any member of “OZON Travel” or the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balancesdomain “▇▇▇▇.▇▇”;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods entered into pursuant to any member of the GroupFinance Document;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date securing indebtedness of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after (other than any Obligor) raised or incurred by such member of the date Group (other than any Obligor) for the purpose of this Agreement, financing the acquisition of any asset(s) required by it for its ordinary course of trading provided that:
(A) any Security created by the Security was not created relevant Obligor as security for such indebtedness is comprised of Shares in contemplation the relevant member of that acquisition;the Group; and
(B) recourse against such Obligor is limited to the amount thereby secured has not been increased proceeds realised from the enforcement of the Security contemplated in contemplation ofparagraph (A) above;
(iv) Security securing the indebtedness of any person in which an Obligor is a participant or a shareholder (such person a “Special Purpose Company”) incurred for the purpose of financing the acquisition, or since construction, development and/or operation of any asset(s) required by such Special Purpose Company for its ordinary course of business provided that:
(A) any Security created by the date of, that acquisitionrelevant Obligor as security for such indebtedness is comprised of Shares in the relevant Special Purpose Company; and
(CB) unless recourse against such Obligor is limited to the proceeds realised from the enforcement of the Security is contemplated in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisitionparagraph (A) above;
(v) any Security over or affecting arising under any asset lease and/or sub-lease of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior premises rented from time to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a time by any member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;Existing Security; or
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations securing any Financial Indebtedness owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any a member of the Group, other than Group to Sberbank of Russia or any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority LendersAffiliates.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company Parent shall ensure that no other member of the Group Group, other than a Project Finance Subsidiary, will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company Parent shall ensure that no other member of the Group Group, other than a Project Finance Subsidiary, will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents security for costs provided by any member of the Group in order to enable it to continue with court proceedings which are being brought by it or being defended by it in good faith;
(iii) any retention of title arrangement entered into by any member of the Group in the normal course of its trading activities on the counterparty’s standard or usual terms;
(iv) any security arising by operation of law or which is otherwise incidental to the normal conduct of the business of the Parent or any other member of the Group, including security arising by operation of law over any vessels owned by a Group member in the ordinary course of trading business where the underlying claim, in each case, is not more than 60 days overdue;
(v) any security created or retention outstanding with the prior written consent of title arrangements and rights the Majority Banks or created or outstanding pursuant to the terms of set-off arising the Finance Documents;
(vi) any security for Taxes either not yet assessed or, if assessed, not yet due or payable or which are contested;
(vii) any security in the ordinary course form of trading with suppliers pre-emption rights in respect of goods to the shares in any Notional JV Company, Joint Venture or any other person who is not a member of the Group;
(iiiviii) any Security existing security in favour of the Government of the Republic of Brazil over land, buildings and disclosed other assets in writing to Brazil the Facility Agent prior to the date value of this Agreement provided that the amount thereby securedwhich does not, as so disclosedin aggregate at any time, is not thereafter increased exceed US$1,000,000 (or its maturity extendedequivalent);
(ivix) any Security security created in the ordinary course of business over or in respect of motor vehicles, computers and other usual office equipment the value of which does not, in aggregate at any time, exceed US$2,000,000 (or its equivalent);
(x) any security created by Class 3 Shipping Limited in favour of Sembawang Shipyard Pte Ltd pursuant to a deed of assignment and charge dated 12 January 2010 where the conditions for release of such security contained in that deed have not been satisfied;
(xi) any security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
Agreement if: (A) the Security security was not created in contemplation of the acquisition of that acquisition;
asset by a member of the Group; (B) the principal amount thereby secured has not been increased in contemplation of, or since the date acquisition of, that acquisition; and
(C) unless the Security is in favour of asset by a government or utility supplier and was required to be given as a condition member of the person who created the Security being permitted to carry on business or being provided with utility supplies, it Group; and (iii) that security is removed or discharged within six Months 6 months of the date of acquisitionacquisition of such asset;
(vxii) any Security security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security security is created prior to the date on which that company becomes a member of the Group, provided that:
if: (A) the Security security was not created in contemplation of the acquisition of that company;
; (B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
and (C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it security is removed or discharged within six Months 6 months of that company becoming a member of the Group;; and
(vixiii) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed addition to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under security subsisting pursuant to paragraphs (i) to (viixii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi))security, provided that the aggregate amount secured by all such security falling within this paragraph (xiii) does not at any time exceed 5 per cent. of Total Assets at that time US$20,000,000 (or its equivalent in any other currency or currenciesequivalent); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Sources: Multicurrency Revolving Credit and Guarantee Facility Agreement (Subsea 7 S.A.)
Negative Pledge. (a) No Obligor shall (shall, and the Company Parent shall ensure procure that no other member of the Group will) , create or permit to subsist any Security over Interest on any of its assetsassets (other than Unrestricted Margin Stock).
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs Paragraph (a) and (b) above do does not apply to:
(i) any Security comprising a netting or set-off arrangement entered into lien arising by any member operation of the Group law in the ordinary course of its banking arrangements for the purpose of netting debit business and credit balancessecuring amounts not more than 30 days overdue;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and Interest disclosed in writing to the Facility Agent prior to the execution of this Agreement which secures Financial Indebtedness outstanding at the date of this Agreement provided that Agreement;
(iii) any Security Interest arising in relation to set-off arrangements between cash balances and bank borrowings with the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedsame bank which arise in the ordinary course of business;
(iv) any Security Interest existing at the time of acquisition on or over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security Agreement which was not created in contemplation of or in connection with that acquisition;
(B) , provided that the principal amount thereby secured has by such Security Interest and outstanding at the time of acquisition is not been subsequently increased in contemplation of, or since the date of, that acquisition; and
(C) unless and the Security Interest is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition3 months;
(v) any Security over or affecting any asset in the case of any company which becomes a member of the Group after the date of this Agreement, where any Security Interest existing on or over its assets when it becomes a member of the Security is Group which was not created prior to the date on which that company becomes in contemplation of or in connection with it becoming a member of the Group, provided that:
(A) the principal amount secured by such Security was not created in contemplation Interest and outstanding when the relevant company became a member of the acquisition of that companyGroup is not increased;
(B) no amount is secured by any such Security Interest which is not secured by the amount thereby secured has not been increased in contemplation of, or since relevant Security Interest when the date of, that acquisitionrelevant company becomes a member of the Group; and
(C) unless the Security Interest is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group3 months;
(vi) any Security Interest replacing any of the Security Interests permitted by paragraphs (iv) and (v), provided that the amount secured by any replacement Security Interest shall not exceed the amount outstanding and secured by the original Security Interest at the time of the creation of the replacement Security Interest, the value of the replacement asset over which the replacement Security Interest is created does not exceed the value of the asset over any assets ofwhich the original Security Interest was held, shares in, or debts or other the replacement Security Interest secures the same obligations of a Project Company securing Project Finance Debt of that Project Company;as the original Security Interest and such replacement Security Interest is discharged within the original three-month period specified in paragraphs (iv) and (v); and
(vii) any other Security Interest provided that at the time that the Security Interest is created, the aggregate amount of indebtedness secured by all Security Interests permitted under this Clause 19.8(b)(vii) (other than those permitted by sub-paragraphs 19.8(b)(i) - (vi) above), when taken together with the aggregate value of financing raised or the amount involved in the form financing of cross charges over joint venture related assets granted an asset in transactions described in Clause 19.9 (Transactions similar to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)security), does not exceed 5 per cent. of Total Assets at that time the book value of the consolidated total assets of the Group, as determined by reference to the most recent consolidated accounts of the Group delivered pursuant to Clause 19.2 (or its equivalent in any other currency or currenciesFinancial Information); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Sources: Facilities Agreement (Autoliv Inc)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;; LD885224/33
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi23.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company Guarantor shall ensure that no other member of the Group Group, other than a Project Finance Subsidiary, will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company Guarantor shall ensure that no other member of the Group Group, other than a Project Finance Subsidiary, will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents security for costs provided by any member of the Group in order to enable it to continue with court proceedings which are being brought by it or being defended by it in good faith;
(iii) any retention of title arrangement entered into by any member of the Group in the normal course of its trading activities on the counterparty's standard or usual terms;
(iv) any security arising by operation of law or which is otherwise incidental to the normal conduct of the business of the Borrower or any other member of the Group, including security arising by operation of law over any vessels owned by a Group member in the ordinary course of trading business which is not more than 60 days overdue;
(v) any security created or retention outstanding with the prior written consent of title arrangements and rights of set-off arising the Majority Lenders;
(vi) any security for Taxes either not yet assessed or, if assessed, not yet due or payable or which are contested;
(vii) any lien for salvage, any ship repairer's or outfitter's possessory lien in each case for a sum not exceeding US$5,000,000 or any lien for general average or for O.I.M.'s, officer's or crew's wages, in each case incurred in the ordinary course of trading with suppliers business in respect of goods to amounts which are not more than 60 days overdue;
(viii) any security in the nature of pre-emption rights in respect of the shares in any joint venture or any other person who is not a member of the Group;
(iiiix) any Security existing security in favour of the Government of the Republic of Brazil over land, buildings and disclosed other assets in writing to Brazil the Facility Agent prior to the date value of this Agreement provided that the amount thereby securedwhich does not, as so disclosedin aggregate at any time, is not thereafter increased or its maturity extendedexceed US$1,000,000;
(ivx) any Security security created in the ordinary course of business over or in respect of motor vehicles, computers and other usual office equipment the value of which does not, in aggregate at any time, exceed US$2,000,000;
(xi) any security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
the agreement if: (A) the Security security was not created in contemplation of the acquisition of that acquisition;
asset by a member of the Group; (B) the principal amount thereby secured has not been increased in contemplation of, or since the date acquisition of, that acquisition; and
(C) unless the Security is in favour of asset by a government or utility supplier and was required to be given as a condition member of the person who created the Security being permitted to carry on business or being provided with utility supplies, it Group; and (iii) that security is removed or discharged within six Months 6 months of the date of acquisitionacquisition of such asset;
(vxii) any Security security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreementthe agreement, where the Security security is created prior to the date on which that company becomes a member of the Group, provided that:
if: (A) the Security security was not created in contemplation of the acquisition of that company;
; (B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
and (C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it security is removed or discharged within six Months 6 months of that company becoming a member of the Group;; and
(vixiii) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed addition to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under security subsisting pursuant to paragraphs (i) to (viixii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi))security, provided that the aggregate amount secured by all such security falling within this paragraph (xiv) does not at any time exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority LendersUS$20,000,000.
Appears in 1 contract
Sources: Multicurrency Revolving Credit and Guarantee Facility Agreement (Acergy S.A.)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure procure that no other member of the Bank Group will) shall), without the prior written consent of an Instructing Group, create or permit to subsist any Security Encumbrance over all or any of its assets.present or future revenues or assets other than an Encumbrance:
(a) which is an Existing Encumbrance set out in:
(i) Part 1A of Schedule 10 (Existing Encumbrances) provided that such Encumbrance is released within 10 Business Days of the first Utilisation Date; or
(ii) Part 1B of Schedule 10 (Existing Encumbrances) provided that the principal amount secured thereby may not be increased unless any Encumbrance in respect of such increased amount would be permitted under another paragraph of this Clause 25.2;
(b) No Obligor shall (and the Company shall ensure that no other which arises by operation of Law or by a contract having a similar effect or under an escrow arrangement required by a trading counterparty of any member of the Bank Group will):and in each case arising or entered into the ordinary course of business of the relevant member of the Bank Group;
(c) which is created pursuant to any of the Relevant Finance Documents (including any Additional Facilities) and any Senior Secured Notes Documents;
(d) arising from any Finance Leases, sale and leaseback arrangements or Vendor Financing Arrangements permitted to be incurred pursuant to Clause 25.4 (Financial Indebtedness);
(e) which arises in respect of any right of set-off, netting arrangement, title transfer or title retention arrangements which:
(i) sell, transfer or otherwise dispose arises in the ordinary course of any trading and/or by operation of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the GroupLaw;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Bank Group in the ordinary normal course of its banking arrangements for the purpose of netting debit and credit balancesbalances on bank accounts of members of the Bank Group operated on a net balance basis;
(iiiii) arises in respect of netting or set off arrangements contained in any Security over goods Hedging Agreement or other contract permitted under Clause 25.12 (Limitations on Hedging);
(iv) is entered into by any member of the Bank Group on terms which are generally no worse than the counterparty’s standard or usual terms and documents of title arising entered into in the ordinary course of trading or business of the relevant member of the Bank Group; or
(v) which is a retention of title arrangements and rights arrangement with respect to customer premises equipment in favour of set-off arising a supplier (or its Affiliate); provided that the title is only retained to individual items of customer premises equipment in respect of which the ordinary course purchase price has not been paid in full;
(f) which arises in respect of trading with suppliers of goods to any judgment, award or order or any tax liability for which an appeal or proceedings for review are being diligently pursued in good faith, provided that the affected member of the GroupBank Group shall have or will establish such reserves as may be required under applicable generally accepted accounting principles in respect of such judgment, award, order or tax liability;
(iiig) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Bank Group after the date of this AgreementOriginal Execution Date and subject to which such asset is acquired, provided thatif:
(Ai) the Security such Encumbrance was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since acquisition of such asset by a member of the date of, that acquisitionBank Group; and
(Cii) unless the Security Financial Indebtedness secured thereby is in favour of a government Financial Indebtedness of, or utility supplier and was required to be given as a condition is assumed by, the relevant acquiring member of the person who created Bank Group, is Financial Indebtedness which at all times falls within paragraph (g) or (j) of Clause 25.4 (Financial Indebtedness) and the Security being permitted to carry on business or being provided with utility supplies, it amount of Financial Indebtedness so secured is removed or discharged within six Months of the date of acquisitionnot increased at any time;
(vh) over any Security property or other assets to satisfy any pension plan contribution liabilities provided that the aggregate value of any such property or other assets, when taken together with the aggregate amount utilised under the basket in paragraph (e) of Clause 25.6 (Disposals), shall not exceed £100 million at any time;
(i) over or affecting any asset of any company which becomes a member of the Bank Group after the date of this AgreementOriginal Execution Date, where the Security such Encumbrance is created prior to the date on which that such company becomes a member of the Bank Group, provided thatif:
(Ai) the Security such Encumbrance was not created in contemplation of the acquisition of that such company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(Cii) unless to the Security is in favour extent not repaid by close of a government or utility supplier and was required to be given as a condition of business on the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that date upon which such company becoming became a member of the Bank Group, the Financial Indebtedness secured by such Encumbrance at all times falls within paragraph (g) or (j) of Clause 25.4 (Financial Indebtedness);
(j) constituted by a rent deposit deed entered into on arm’s length commercial terms and in the ordinary course of business securing the obligations of a member of the Bank Group in relation to property leased to a member of the Bank Group;
(vik) any Security created constituted by an arrangement referred to in paragraph (d) of the definition of Financial Indebtedness;
(l) which is granted over any assets the shares of, shares Indebtedness owed by or other interests held in, or debts over the assets (including, without limitation, present or other future revenues), attributable to a Project Company, a Bank Group Excluded Subsidiary or a Permitted Joint Venture;
(m) over cash deposited as security for the obligations of a Project Company securing Project Finance Debt member of that Project Companythe Bank Group in respect of a performance bond, guarantee, standby letter of credit or similar facility entered into in the ordinary course of business of the Bank Group;
(viin) which is created by any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager member of the joint venture Bank Group in substitution for any Existing Encumbrance referred to secure obligations owed to in paragraph (a)(ii) above, provided that the principal amount secured thereby may not be increased unless any one or more Encumbrance in respect of the other joint venturers and/or the manager such increased amount would be permitted under the joint venture or related agreementanother paragraph of this Clause 25.2;
(viiio) securing any Financial Indebtedness on a pari passu or junior ranking basis with respect to any part of the Facilities, provided that:
(i) the ratio of Consolidated Senior Net Debt to Consolidated Operating Cashflow (giving pro forma effect to any such Financial Indebtedness and the use of proceeds thereof) would be equal to, or less than, 2.25:1.00 (rounded to the second decimal number), provided that this limitation shall not apply to any Financial Indebtedness the proceeds of which are used to refinance (A) the Facilities (including any Additional Facility), (B) any Security Senior Secured Notes or (C) any other Financial Indebtedness which is secured by assets that are subject to the Security;
(ii) the proceeds of any such Financial Indebtedness shall not be used in payment of any dividends or distributions to the Ultimate Parent’s shareholders or any repurchase of capital stock of the Ultimate Parent;
(iii) (A) any such Financial Indebtedness ranking pari passu with the Facilities outstanding on the Original Execution Date or any Financial Indebtedness that would have ranked pari passu with the Facilities outstanding on the Original Execution Date is subject to the Group Intercreditor Agreement and the HYD Intercreditor Agreement and (B) any such Financial Indebtedness which is secured on a junior ranking basis over assets subject to the Security, such junior ranking security shall be granted on terms where the rights of the relevant mortgagee, chargee or other beneficiary of such security in respect of any payment will be subordinated to the rights of the Relevant Finance Parties under an intercreditor agreement (providing for contractual subordination on terms comparable to the Loan Market Association’s form of intercreditor agreement at such time for mezzanine debt) and, in each case, the Relevant Finance Parties agree to execute such intercreditor agreement as soon as practicable following request from the Company; and
(iv) no Financial Indebtedness the proceeds of which are used to repay or prepay any 2016 High Yield Notes shall be secured pursuant to this paragraph (o) prior to 1 August 2011; or
(p) securing indebtedness Financial Indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness Financial Indebtedness which has the benefit of Security given by any member of the Group, an Encumbrance other than any as permitted under pursuant to paragraphs (ia) to (viio) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time £330 million (or its equivalent in any other currency or currencies), including Financial Indebtedness:
(i) which may be secured on assets not subject to the Security; or
(ixii) which may be secured on a junior ranking basis over assets subject to the Security provided that such junior ranking security shall be granted on terms where the rights of the relevant mortgagee, chargee or other beneficiary of such security in respect of any Security approved by payment will be subordinated to the Majority Lendersrights of the Relevant Finance Parties under an intercreditor arrangement (providing for contractual subordination on terms comparable to the Loan Market Association’s form of intercreditor agreement at such time for mezzanine debt) and provided further that each of the Relevant Finance Parties agrees to execute such intercreditor agreement as soon as practicable following request from the Company.
Appears in 1 contract
Negative Pledge. (ai) No Obligor shall (and the Company each Obligor shall ensure that no other member none of the Group its Subsidiaries will) create or permit to subsist any Security over any of its assets.
(bii) No Obligor shall (and the Company each Obligors shall ensure that no other member of the Group its Subsidiaries will):
(iA) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(iiB) sell, transfer or otherwise dispose of any of its receivables on recourse terms other than to the German Borrower and where such transaction is not otherwise prohibited by this Agreement;
(C) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiD) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(diii) Paragraphs (ai) and (bii) above do not apply to:
(iA) any Security comprising a listed in Schedule 7 (Existing Security) (including any Security which has been Refinanced provided that the assets subject to such Security have not materially changed in any way) except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule;
(B) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiC) any Security over goods and documents of title arising entered into in the ordinary course of trading business under customary general business conditions;
(D) any lien arising by operation of law or retention of title arrangements regulatory requirement and rights of set-off arising in the ordinary course of trading with suppliers business and not as a result of goods to any member of the Groupa default howsoever described;
(iiiE) any Security existing arising by operation of law in favour of any government, state or local authority in respect of Taxes which are either (a) not yet due and disclosed unpaid or (b) being contested in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedgood faith by appropriate proceedings and for which adequate reserves have been made;
(ivF) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatAgreement if:
(A1) the Security was not created in contemplation of the acquisition of that acquisition;asset by a member of the Group; and
(B2) the principal amount thereby secured has not been increased in contemplation of, or since the date of, acquisition of that acquisition; and
(C) unless the Security is in favour of asset by a government or utility supplier and was required to be given as a condition member of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisitionGroup;
(vG) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided thatif:
(A1) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C2) unless the Security is principal amount secured has not increased in favour contemplation of a government or utility supplier and was required to be given as a condition of since the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months acquisition of that company becoming a member of the Groupcompany;
(viH) the Transaction Security;
(I) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Companywhich has been approved in writing by the Majority Lenders;
(viiJ) any Security incurred or deposits made in the form ordinary course of cross charges over joint venture related assets granted to business in connection with workers' compensation, unemployment insurance and other joint venturers and/or types of social security, including any Security securing letters of credit issued in the manager ordinary course of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreementbusiness in accordance with past practice;
(viiiK) any Security over assets of the Norwegian Borrower 2 acquired with Financial Indebtedness permitted under paragraph (k) of the definition of Permitted Financial Indebtedness provided that such Security is removed upon the full discharge of the relevant Permitted Financial Indebtedness incurred to finance the payment of the purchase price for such asset; or
(L) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, Group other than any permitted under paragraphs (iA) to (viiI) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or EUR 5,000,000 its equivalent in any other another currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Sources: Third Amendment Agreement (Kronos International Inc)
Negative Pledge. (a) No Obligor shall (and the Company each Obligor shall ensure that no other member none of the Group its Subsidiaries will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company each Obligor shall ensure that no other member none of the Group its Subsidiaries will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or liens arising solely by operation of law and in the ordinary course of trading;
(ii) rights of set-off arrangement entered into by existing in the ordinary course of trading activities between any member of the Group and its respective suppliers or customers;
(iii) rights of set-off arising by operation of law or by contract by virtue of the provision to any member of the Group of clearing bank facilities, cash pooling facilities, overdraft facilities or hedging facilities permitted under this Agreement;
(iv) any retention of title to goods supplied to any member of the Group where such retention is required by the supplier in the ordinary course of its banking arrangements for trading activities and on its standard terms and the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry question are supplied on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisitioncredit;
(v) Security (except for any Security over expressed to be created as a floating charge) (or affecting any asset of any company which becomes a member of the Group after the date of this Agreementtransaction (Quasi Security) described in paragraph (b) above) arising under finance leases, where the Security is created prior to the date on which that company becomes a member of the Grouphire purchase, provided that:
(A) the Security was not created in contemplation of conditional sale agreements, or other agreements for the acquisition of that company;
assets on deferred payment terms permitted under Clause 22.13 (B) Leasing Arrangements), and only to the amount thereby secured has not been increased in contemplation of, extent such Security or since the date of, that acquisition; and
(C) unless the Quasi Security is in favour of a government granted by the relevant Obligor over assets comprised within or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Groupconstituted by such arrangements;
(vi) any Security created over any assets of, shares in, or debts or other obligations of arising under a Project Company securing Project Finance Debt of that Project CompanySecurity Document;
(vii) any until the first Utilisation Date, Security arising under a Security Document (as defined in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreementOriginal Facilities Agreement);
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Sources: Multicurrency Revolving Facility Agreement (Innospec Inc.)
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iii) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi22.6(b)(vii)), does not exceed 5 [***] per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Sources: Multicurrency Loan Facility Agreement (Xstrata PLC)
Negative Pledge. (a) No Obligor The Borrowers shall (and the Company shall ensure that no other member of the Group will) not create or permit to subsist any Security over the Vessels or any of its assets.
(b) No Obligor The Guarantor and/or Samco Shipholding shall not create or permit to subsist any Security over the Shares.
(and the Company c) The Borrowers shall ensure that no other member of the Group will):not:
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the GroupObligor;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply toto any Security listed below:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group Obligor in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances, hereunder any rights of pledge and set-off in relation to a cash pool arrangement approved by the Lender;
(ii) any Security over goods lien (including but not limited to maritime liens defined as such pursuant to applicable law) arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Groupsecuring obligations not more than thirty (30) days overdue;
(iii) any Security existing and disclosed in writing entered into pursuant to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
any Finance Document; (iv) any Security over or affecting cash collateral from an Obligor to the Hedging Bank as security (for its own account) for any asset acquired swap transaction to be entered into between the Hedging Bank and an Obligor, and any cash collateral so placed by a member an Obligor with the Hedging Bank shall be released, discharged and (if required) deregistered immediately after evidence of registration of the Group after the date of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition Mortgages on both of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisitionVessels;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (or its equivalent in any other currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Sources: Senior Secured Revolving Loan Facility Agreement (DHT Holdings, Inc.)
Negative Pledge. (a) No Except as provided below, no Obligor shall (and the Company shall ensure that no other Material Subsidiary, member of the Polish Group or member of the Romanian Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor The Borrower shall (not and the Company shall ensure that no other member of the Core Group Member will)::
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (The Company will not, and will not permit any Restricted Subsidiary to, enter into, renew or extend any transaction or series of related transactions pursuant to which any such Person sells or transfers any property in connection with the leasing, or the release against instalment payments, or as part of an arrangement involving the leasing or resale against instalment payments, of such property to the seller or transferor; provided that the Company shall ensure that no other member may effect any of the foregoing (other than in relation to a Core Group willMember) sell, transfer or otherwise dispose so long as:
(i) the aggregate fair market value of the property so transferred during the term of this Agreement shall not exceed USD 100,000,000; and
(ii) at the time of any such action and after giving effect to any such action, no Default or Event of its receivables on recourse termsDefault shall have occurred and be continuing.
(d) Paragraphs In relation to the Non-Core Group Members only, paragraph (a) above does not apply to:
(i) Permitted Encumbrances;
(ii) Security securing Indebtedness created under the Senior Note Documents provided that:
(A) such Security may only cover the property and assets of Non-Core Group Members that, as of the Signing Date, secures the Indebtedness under the Senior Note Documents; and
(B) on and after the US Facility Release Date, such Security shall secure only the Indebtedness which it secured on that date and the aggregate amount of Indebtedness outstanding under the Senior Note Documents on the US Facility Release Date (the Security Termination Date Debt Amount) may not:
I. be increased after the US Facility Release Date;
II. be reborrowed or reissued after repayment or redemption at any time after the US Facility Release Date; or
III. otherwise refinanced or replaced at any time after the US Facility Release Date;
(iii) on and after the US Facility Release Date, Security on Property, Plant and Equipment securing Indebtedness (other than Indebtedness secured pursuant to paragraph (ii)(A) above) in an aggregate amount at any one time outstanding not to exceed the lesser of:
(A) USD 100,000,000; and
(B) the sum of:
I. the amount by which the Security Termination Date Debt Amount is less than the aggregate amount of Indebtedness secured by Security permitted under this paragraph (d) on the date on which the US Facility became effective in accordance with its terms; and
II. the aggregate repayments and redemptions of the Security Termination Date Debt Amount after the US Facility Release Date;
(iv) any Security on any property or asset of a Non-Core Group Member existing on the Signing Date and set forth in Schedule 7 (Existing Security) (other than Security created by the Senior Note Documents) provided that:
(A) such Security shall not apply to any other property or asset of the Company or any Restricted Subsidiary; and
(B) such Security shall secure only those obligations which it secures on the Signing Date;
(v) any Security existing on any property or asset prior to the acquisition of such property or asset by a Non-Core Group Member or existing on any property or asset of any Person that becomes a Restricted Subsidiary (and who is not, at the same time, a Core Group Member) after the Signing Date prior to the time such Person becomes a Restricted Subsidiary provided, that
(A) such Security is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be;
(B) such Security shall not apply to any other property or assets of the Company or any Restricted Subsidiary; and
(C) such Security shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be;
(vi) any Security created to secure Indebtedness of any member of the Group arising under the US Facility;
(vii) Security on fixed or capital assets acquired, constructed or improved by a Non-Core Group Member provided that:
(A) such Security secures Indebtedness incurred to finance such acquisition, construction or improvement;
(B) such Security and the Indebtedness secured by such Security are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement;
(C) the Indebtedness secured thereby does not exceed 80% of the cost of acquiring, constructing or improving such fixed or capital assets; and
(D) such Security shall not apply to any other property or assets of the Company or any Restricted Subsidiary;
(viii) any extensions, renewals or replacements of any of the Security permitted by paragraphs (i) to (vii) above (inclusive) effected in connection with any extension, renewal or replacement of the Indebtedness secured thereby provided, that:
(A) the aggregate principal amount of such Indebtedness is not thereby increased;
(B) such Security shall not be extended to cover any additional property; and
(C) this paragraph shall cease to apply with respect to paragraphs (ii) and (iii) above on and after the US Facility Release Date;
(ix) Security on Accounts Receivable and the proceeds of such Accounts Receivable which are sold, conveyed or transferred to a Securitisation Entity in any transaction permitted by Clause 23.15 (Receivables financings);
(x) Security on any property or asset of the Excluded Subsidiaries so long as neither:
(A) the aggregate outstanding principal amount of the obligations secured by such Security; nor
(B) the aggregate fair market value of the assets subject to such Security, exceeds (as to all Excluded Subsidiaries) USD 3,000,000 at any one time; and
(xi) other Security that does not cover:
(A) property constituting assets the subject of Security under a Security Document (or property that would constitute assets the subject of Security under a Security Document if the Security Release Date had not occurred); or
(B) on and after the US Facility Release Date, Property, Plant and Equipment except to the extent otherwise permitted under paragraph (iii) above.
(e) In relation to Core Group Members, paragraphs (a) and (b) above do not apply to:
(i) Permitted Encumbrances;
(ii) any Security on any property or asset of a Core Group Member existing on the Signing Date and set out in Schedule 7 (Existing Security); provided that:
(A) such Security shall not apply to any other property or asset of any Core Group Member; and
(B) such Security shall secure only those obligations which it secures on the Signing Date;
(iii) any Security on fixed or capital assets acquired, constructed or improved by a Core Group Member provided that:
(A) such Security secures Indebtedness incurred to finance such acquisition, construction or improvement;
(B) such Security and the Indebtedness secured by such Security are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement;
(C) the Indebtedness secured thereby does not exceed 80% of the cost of acquiring, constructing or improving such fixed or capital assets;
(D) such Security shall not apply to any other property or assets of any Core Group Member; and
(E) the aggregate net book value of the assets the subject of Security under this paragraph (iii) does not exceed USD 10,000,000 at any time;
(iv) any Security created by a Security Provider to secure Indebtedness of any member of the Group arising under the US Facility provided that the assets over which such Security is granted do not include, and could not in any circumstances include, assets over which Security is, or may be, granted to secure the obligations of the Obligors under the Finance Documents as contemplated under this Agreement;
(v) any Security over or affecting any asset acquired by a Core Group Member after the date of this Agreement if:
(A) the Security was not created in contemplation of the acquisition of that asset by the relevant member of the Core Group;
(B) the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by the relevant member of the Core Group; and
(C) the Security is removed or discharged within 9 months of the date of acquisition of such asset; and
(vi) any Security over or affecting any asset of any company which becomes a Subsidiary of a Core Group Member, where the Security is created prior to the date on which that company becomes such a Subsidiary, if:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the principal amount secured has not increased in contemplation of or since the acquisition of that company; and
(C) the Security is removed or discharged within 9 months of that company becoming a Subsidiary of a Core Group Member.
(f) In relation to any member of the Group, paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(ii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;trading; and
(iii) any Security existing and disclosed entered into pursuant to any Finance Document.
(g) Notwithstanding anything contained in writing this Clause to the Facility Agent prior to contrary the date aggregate amount of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member obligations of the Group after the date Company and its Material Subsidiaries secured by Security on any of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, their property or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the Group;
(vi) any Security created over any assets of, shares in, or debts or other obligations of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does shall not exceed 5 per cent. 10% of Consolidated Total Assets at that any time (on or its equivalent in any other currency or currencies); or
(ix) any Security approved by after the Majority LendersUS Facility Release Date.
Appears in 1 contract
Negative Pledge. In this Clause 20.4, Quasi-Security means an arrangement or transaction described in paragraph (b) below.
(a) No Obligor no Borrower shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor no Borrower shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor the Company or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply toto any Security or (as the case may be) Quasi- Security, listed below:
(i) any Security comprising a or Quasi-Security existing as at the Signing Date, to the extent it was notified to the Finance Parties prior to the Signing Date, except to the extent the principal amount secured by that Security or Quasi-Security exceeds the amount notified to the Finance Parties;
(ii) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods and documents payment or close out netting or set-off arrangement pursuant to any hedging transaction entered into by a member of title arising the Group for the purpose of:
(A) hedging any risk to which any member of the Group is exposed in the ordinary course of trading its property investment business; or
(B) its interest rate or retention of title arrangements and rights of set-off arising currency management operations which are carried out in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) business and for non-speculative purposes only, excluding, in each case, any Security existing and disclosed or Quasi-Security under a credit support arrangement in writing relation to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendeda hedging transaction;
(iv) any Security over or affecting any asset acquired lien arising by a member operation of law and in the Group after the date ordinary course of this Agreement, provided that:
(A) the Security was not created in contemplation of that acquisition;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisitionits property investment business;
(v) any Security over securing Existing Financial Indebtedness or affecting any asset of any company Target Financial Indebtedness:
(A) which becomes is granted by a member of the Group after over:
I. the date property at Central Science Laboratory, Sand ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇ ▇▇▇ with title number NYK111716; and
II. the property at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ with provisional title number BM456970, (or, in each case, any real property asset(s) having a substantially equivalent aggregate value);
(B) which is granted by a member of this Agreementthe Group over any of its real property assets in order to release cash (the Released Cash) received by a member of a Group pursuant to a disposal permitted under Clause 20.5 (Disposals) from any Security or Quasi-Security over such cash securing the same Existing Financial Indebtedness or Target Financial Indebtedness, where provided that:
I. the Security aggregate value of the real property asset(s) required to be secured in order release such cash is created prior substantially equivalent to the date on which that company becomes Released Cash; and
II. the Released Cash is retained by a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; andor
(C) unless the Security which is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming granted by a member of the Group;
(vi) any Security created Group over any assets ofan asset acquired pursuant to an Accretive Acquisition, shares in, or debts or other obligations provided that: I. such Accretive Acquisition was financed using the proceeds of a Project Company securing Project Finance Debt of that Project Company;
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, other than any permitted under paragraphs (i) to (vii) above and (B) any other Financial Indebtedness disposal permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time 20.5 (or its equivalent in any other currency or currenciesDisposals); or
(ix) any Security approved by the Majority Lenders.and
Appears in 1 contract
Sources: Facilities Agreement
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-re- acquired by an Obligor or any other member of the Group;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) any Security comprising a netting or set-off arrangement entered into listed in Schedule 7 (Existing Security) except to the extent the principal amount secured by any member of that Security exceeds the Group amount stated in the ordinary course of its banking arrangements for the purpose of netting debit and credit balancesthat Schedule;
(ii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off provided any Financial Indebtedness arising in the ordinary course of trading with suppliers of goods to any member of the Groupis not outstanding for more than thirty days;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extended;
(iv) any Security over or affecting any asset acquired by a member of the Group after the date of this Agreement, provided thatAgreement if:
(A) the Security was not created in contemplation of the acquisition of that acquisitionasset by a member of the Group;
(B) the principal amount thereby secured has not been increased in contemplation of, or since the date of, acquisition of that acquisitionasset by a member of the Group; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months 1 month of the date of acquisitionacquisition of such asset;
(viv) any Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided thatif:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the principal amount thereby secured has not been increased in contemplation of, of or since the date of, acquisition of that acquisitioncompany; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months 1 month of that company becoming a member of the Group;
(v) any Security entered into pursuant to any Finance Document;
(vi) any Security created over in connection with any vendor financing permitted pursuant to Clause 17.7(c) provided that the Security does not extend to any assets of, shares in, or debts or other obligations than those supplied under the terms of a Project Company securing Project Finance Debt of that Project Company;such vendor financing; or
(vii) any Security in the form of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreement;
(viii) any Security securing indebtedness the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group, Group other than any permitted under paragraphs (i) to (viivi) above and (Babove) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time $500,000 (or its equivalent in any other another currency or currencies); or
(ix) any Security approved by the Majority Lenders.
Appears in 1 contract
Negative Pledge. (a) No Obligor shall (and the Company shall ensure that Except as provided below, no other member of the Group will) Material Subsidiary may create or permit allow to subsist exist any Security over Interest on any of its assets.
(b) No Obligor shall (and the Company shall ensure that no other member of the Group will):Material Subsidiary may:
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby they are where it is or may be leased to or re-acquired or acquired by an Obligor or any other a member of the GroupGroup or any of its related entities;
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii) enter into or allow to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accountsaccounts (other than in respect of a transaction permitted under paragraph (b)(iv) of Clause 17.7 (Financial Indebtedness)); or
(iiiiv) enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
(c) No Obligor shall (and the Company shall ensure that no other member of the Group will) sell, transfer or otherwise dispose of any of its receivables on recourse terms.
(d) Paragraphs (a) and (b) above do not apply to:
(i) title retention arrangements (including rights to reclaim) or set-off provisions in each case which relate to any assets supplied to any member of the Group in the ordinary course of trading;
(ii) any Security Interest comprising a netting or set-off arrangement entered into by any a member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iiiii) any Security over goods lien arising by operation of law and documents of title arising in the ordinary course of trading or retention of title arrangements and rights of set-off arising in the ordinary course of trading with suppliers of goods to any member of the Group;
(iii) any Security existing and disclosed in writing to the Facility Agent prior to the date of this Agreement provided that the amount thereby secured, as so disclosed, is not thereafter increased or its maturity extendedbusiness;
(iv) any Security over Interest on an asset, or affecting an asset of any asset person, acquired by a member of the Group after the date of this Agreement, provided that:
(A) including for the avoidance of doubt the Permitted Acquisition, but only for the period of 3 months from the date of acquisition and to the extent that the principal amount secured by that Security was not created in contemplation of that acquisition;
(B) the amount thereby secured Interest has not been incurred or increased in contemplation of, or since since, the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of the date of acquisition;
(v) any Security over or affecting any asset of any company which becomes Interest entered into pursuant to a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, provided that:
(A) the Security was not created in contemplation of the acquisition of that company;
(B) the amount thereby secured has not been increased in contemplation of, or since the date of, that acquisition; and
(C) unless the Security is in favour of a government or utility supplier and was required to be given as a condition of the person who created the Security being permitted to carry on business or being provided with utility supplies, it is removed or discharged within six Months of that company becoming a member of the GroupFinance Document;
(vi) any Security Interest created over pursuant to the general terms and conditions (Algemene Voorwaarden) of any assets of, shares in, member of the Dutch Bankers’ Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇) or debts or other obligations of any similar term applied by a Project Company securing Project Finance Debt of that Project Companyfinancial institution in the Netherlands pursuant to its general terms and conditions;
(vii) any Security Interest on the credit balances of any member of the Group with a bank or other financial institution as security for the liability of any member of the Group under any cash pooling or account balance or interest netting arrangements entered into by a member of the Group in the form ordinary course of cross charges over joint venture related assets granted to other joint venturers and/or the manager of the joint venture to secure obligations owed to any one or more of the other joint venturers and/or the manager under the joint venture or related agreementits banking arrangements;
(viii) any Security Interest securing indebtedness with an original maturity of less than 12 months; and
(ix) any Security Interest securing indebtedness with an original maturity of 12 months or more the principal amount of which (when aggregated with (A) the principal amount of any other indebtedness which has the benefit of a Security given by any member of Interest not allowed under the Group, other than any permitted under paragraphs (ipreceding sub-paragraphs) to (vii) above and (B) any other Financial Indebtedness permitted under Clause 22.6(b)(vi)), does not exceed 5 per cent. of Total Assets at that time (US$30,000,000 or its equivalent at any time, provided that, to the extent such Security Interest is granted in any an amount exceeding US$30,000,000, the Finance Parties shall share in and be secured by such Security Interest equally and rateably with such other currency loan, debt, guarantee or currencies); or
(ix) any Security approved by the Majority Lendersother obligations in respect of that indebtedness.
Appears in 1 contract
Sources: Credit Facility Agreement (Oce N V)