Common use of Third party guarantees Clause in Contracts

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

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

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

Third party guarantees. No Obligor (a) In this Subclause, a “guarantee” includes a guarantee, an indemnity, counter-indemnity or other assurance against loss but excludes, for the avoidance of doubt, any warranty or indemnity commonly included in a share sale and purchase agreement or asset disposal agreement entering into on normal commercial terms (other than Holdcoone related to Financial Indebtedness). (b) shall (and the Obligors shall ensure that Except as provided below, no other member of the Group will) may incur or allow to remain be outstanding any guarantee in respect of any obligation of any person. This restriction . (c) Paragraph (b) does not apply to the following to: (in each case a Permitted Guarantee): 22.12.1 i) any guarantee arising under the Finance Documents; 22.12.2 performance bonds guaranteeing performance by an Obligor (ii) any guarantee arising under any contract (not being in respect of Financial Indebtedness) entered into in the ordinary course of tradeHive-Down Agreements; 22.12.3 guarantees by Obligors in respect of the Permitted Financial Indebtedness of other Obligors; 22.12.4 (iii) any guarantee comprising a netting or set-off arrangement entered into by a member of the Group with in favour of an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Group with that Approved Bank, provided that such arrangement does not permit credit balances of Obligors to be netted with debit balances of members of the Group that are not Obligorsbalances; 22.12.5 any guarantee given by a person acquired (iv) the endorsement of negotiable instruments in the ordinary course of trade; (v) performance bonds guaranteeing performance by a member of the Group after the Signature Date which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of 3 months following the date of acquisition; 22.12.6 any guarantee required to be given to any municipality, utility provider or other supplier of goods or services, and made by a member of the Group in the regular and ordinary course of business under which the aggregate liability (actual or contingent) of members of the Group does not at any time exceed R10,000,000; 22.12.7 any guarantee given to a landlord or financial institution in respect of premises occupied by a member of the Group for the rental obligations of a member of the Group, where the lease agreement and the guarantee are contract entered into in the ordinary course of trading and on arm’s length termsbusiness; 22.12.8 (vi) any indemnity given to a director of a member of the Group; (vii) guarantees not otherwise permitted by this Clause above, under which the aggregate liability (actual or contingent) in respect of members any Financial Indebtedness of any member of the Group does not at any time exceed R10,000,000; 22.12.9 any guarantees referred to in paragraph 8 of Schedule 10 (Disclosure Schedule) as at the Signature Datewhich is allowed under this Agreement; or 22.12.10 any guarantee expressly permitted in writing by the Facility Agent, provided that (viii) guarantees where the aggregate actual or contingent liability under all outstanding guarantees which are permitted under Clause 22.12.2 to 22.12.10 (inclusive) (when taken together, at any applicable time, with the aggregate Financial Indebtedness of amount so guaranteed by all members of the Group permitted under Clauses 22.5.2 to 22.5.9 (Financial Indebtedness) (inclusive)) shall not at any time does not exceed R600,000,000 (£5,000,000 or its equivalent equivalent. (d) The Company shall procure that within one month of Closing there is delivered to the Facility Agent in any other currency)form and substance satisfactory to it a schedule of all guarantees of the type referred to in paragraph (c) above outstanding at Closing which evidences that the amount referred to in paragraph (c)(viii) above was not exceeded at Closing and to the extent that this amount was exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in the amount referred to in paragraph (c) (viii) above acceptable to the Finance Parties might be agreed.

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

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

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