Common use of Loans and Guarantees Clause in Contracts

Loans and Guarantees. (a) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will): (i) make any loan, or provide any form of credit or financial accommodation, to any other person; or (ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect of liabilities or obligations of, any other person or voluntarily assume any liability (whether actual or contingent) of any other person. (b) Paragraph (a) above does not apply to: (i) up to the first Utilisation Date, any Guarantees or indemnities in respect of the Existing Facilities; (ii) any loans, Guarantees or indemnities under the Finance Documents; (iii) any customary indemnities in respect of any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtedness; (iv) any Guarantee issued by any member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) of Clause 22.6 (Financial Indebtedness); (v) any Guarantee issued by any member of the Borrower Group in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtedness); (vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph (b)(vii) of Clause 22.6 (Financial Indebtedness)); (vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial Indebtedness)); (viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness)); (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness; (xiii) any loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 (Financial Indebtedness); (xiv) any Borrower Group Subordinated Guarantees; or (xv) any loans by the Borrower to: (A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or (B) all HoldCos (whether pro rata in accordance with the proportion of each HoldCo’s shareholding in the Borrower or otherwise) on a joint and several basis; (xvi) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority of the Financial Indebtedness or obligation to which it relates); or (xvii) any loans or advances made by any member of the Borrower Group to employees or directors or former employees or directors of any member of the Borrower Group in an amount not to exceed S$5,000,000 in the aggregate outstanding at any time.

Loans and Guarantees. Each Obligor (aother than UPC Broadband Holdco) No Obligor shall (will not, and the Borrower shall ensure will procure that no other member of the Borrower Group will): (i) will make any loanloans, or provide grant any form of credit or financial accommodation, to any other person; or (ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect enter into any transaction having the effect of liabilities or obligations oflending money to, any person, other person or voluntarily assume any liability (whether actual or contingent) of any other person.than: (b) Paragraph (a) above does not apply toloans from a member of the Borrower Group to another member of the Borrower Group, provided that no Obligor shall make a loan to any other member of the Borrower Group unless: (i) up such Obligor has first entered into an Obligor Pledge of Shareholder Loans which creates an effective pledge in favour of the Security Agent in relation to such loan and provided the Security Agent with such evidence as it may reasonably request as the power and authority of such Obligor to enter into such Obligor Pledge of Shareholder Loans and that such Obligor Pledge of Shareholder Loans constitutes valid and legally binding obligations of such Obligor enforceable in accordance with its terms subject (to the first Utilisation Date, extent possible) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents); and (ii) the relevant member of the Borrower Group to whom the shareholder loan is to be made has given a notification of pledge to the Security Agent in respect of such shareholder loans; (b) as permitted by Clause 16.12 (Restrictions on Financial Indebtedness); (c) normal trade credit in the ordinary course of business; (d) guarantees given: (i) by any Guarantees or indemnities Obligor in respect of the Existing Facilitiesliabilities of another Obligor; (ii) any loans, Guarantees or indemnities under the Finance Documents; (iii) any customary indemnities in respect of any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtedness; (iv) any Guarantee issued by any a member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) liabilities of Clause 22.6 (Financial Indebtedness);an Obligor; or (viii) any Guarantee issued by any a member of the Borrower Group (which is not an Obligor) in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtedness); (vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph (b)(vii) of Clause 22.6 (Financial Indebtedness)); (vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial Indebtedness)); (viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness)); (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness; (xiii) any loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 (Financial Indebtedness); (xiv) any Borrower Group Subordinated Guarantees; or (xv) any loans by the Borrower to: (A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or (B) all HoldCos (whether pro rata in accordance with the proportion of each HoldCo’s shareholding in the Borrower or otherwise) on a joint and several basis; (xvi) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations liabilities of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority not an Obligor); (iv) by an Obligor in respect of the Financial Indebtedness or obligation to which it relates); or (xvii) liabilities of any loans or advances made by any other member of the Borrower Group to employees or directors or former employees or directors the extent that such liabilities could have been incurred by such Obligor directly without breaching this Agreement; or (v) by an Obligor in respect of the liabilities of any other member of the Borrower Group which is not an Obligor provided that that other member of the Group must become an Additional Guarantor in accordance with Clause 26.4(a) (Additional Obligors) within 30 days of the granting of the guarantee made pursuant to this paragraph (v); or (e) to the extent that the same constitute Permitted Payments or a Permitted Disposal (not being a Permitted Disposal of cash or cash equivalents); (f) loans, the granting of credit, guarantees and other transactions having the effect of lending money (each a Lending Transaction) from a member of the Borrower Group, in connection with an amount not acquisition by that member which is permitted by Clause 16.11 (Acquisitions and mergers), to exceed S$5,000,000 in the relevant person being acquired or one or more of its Subsidiaries, provided that: (i) no Lending Transaction may have a term longer than 12 months (including any extensions or refinancings of the original Lending Transaction); and (ii) the aggregate outstanding principal amount of all Lending Transactions (which principal amount shall be deemed to be no longer outstanding for this purpose at the time the beneficiary of the relevant Lending Transaction becomes a member of the Borrower Group upon completion of the relevant acquisition, provided such Lending Transaction was made to or in favour of the person acquired or its Subsidiaries) shall not exceed €100,000,000 at any time; and (g) Lending Transactions from a member of the Borrower Group to any person of the proceeds of equity subscribed by any Restricted Person in, or Subordinated Shareholder Loans provided to, such member (other than any such proceeds which are otherwise applied in mandatory prepayment of any or all Facilities under this Agreement or the Existing Facilities under the Existing Facility Agreement or pursuant to Clause 17.4 (Cure provisions) or otherwise).

Loans and Guarantees. (a) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will): (i) make or allow to subsist any loanloans, grant any credit (save in the ordinary course of business) or provide any form of credit or financial accommodation, to any other person; or (ii) give or issue allow to remain outstanding any guarantee, indemnity, bond guarantee or letter indemnity (except as required under any of credit the Finance Documents) to or for the benefit of, or in respect of liabilities or obligations of, any other person or otherwise voluntarily assume any liability (liability, whether actual or contingent) , in respect of any other obligation of any person. (b) Paragraph (a) above does not apply to: (i) up to the first Utilisation Date, any Guarantees loan or indemnities in respect credit made available by any member of the Existing FacilitiesGroup to Siam PCG to fund (A) the payment by Siam PCG of the Acquisition Agreement Consideration (Siam PCG) and/or (B) the capitalisation of any Licensed Entity; (ii) any loansloan or credit made available by any member of the Group to another member of the Group (including (A) as a direct result of a Permitted Reorganisation and/or (B) to Siam PCG, Guarantees or indemnities under the Finance DocumentsSiam Pacific and/or any Licensed Entity); (iii) any customary indemnities credit extended by any member of the Group in respect the ordinary course of business and/or any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtednessadvance payment made in relation to capital expenditure in the ordinary course of business; (iv) any Guarantee issued by any member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) of Clause 22.6 (Financial Indebtedness)cash credit balance at a bank or other financial institution; (v) any Guarantee issued by any member loans made to an employee share option scheme or unit trust scheme (or to directors or other employees for the purposes of the Borrower Group participating in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtednesssuch schemes); (vi) any Guarantee issued by any member of guarantees, indemnities or other contingent liabilities incurred or assumed in connection with: (A) the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness Existing Facility, except to the extent it complies with paragraph the principal amount so guaranteed, indemnified, incurred or assumed exceeds US$275,000,000; or (b)(viiB) of Clause 22.6 (Financial Indebtedness))the New Facility, except to the extent the principal amount so guaranteed, indemnified, incurred or assumed exceeds US$1,800,000,000; (vii) any Guarantee issued by any member guarantees, indemnities or other contingent liabilities incurred or assumed in the ordinary course of business (including in connection with financing transactions and mergers and acquisitions transactions (including the Borrower Group in respect of any Permitted FF&E Indebtedness to New Acquisition and the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial IndebtednessAcquisition)); (viii) any Guarantee issued loan made available by any member of the Borrower Group in respect of any Purchase Money Indebtedness to FWD Limited prior to the extent it complies with paragraph (b)(ix) date of Clause 22.6 (Financial Indebtedness));this Agreement; or (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness; (xiii) any loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 (Financial Indebtedness); (xiv) any Borrower Group Subordinated Guarantees; or (xv) any loans loan made available by the Borrower to: to FWD Limited or FWD Limited's Subsidiaries on or after the date of this Agreement if the amount of that loan when aggregated with the amount of all loans made to FWD Limited and FWD Limited's Subsidiaries by the Borrower on or after the date of this Agreement does not exceed US$40,000,000 (or its equivalent) at any time provided that the proceeds of such loans shall only be applied by FWD Limited and its Subsidiaries for the purpose of funding the capital expenditure (A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or their businesses in Vietnam or (B) all HoldCos (whether pro rata of their Subsidiaries located in accordance with Vietnam and shall not be applied towards, without limitation, the proportion of each HoldCo’s shareholding in the Borrower or otherwise) on a joint and several basis; (xvi) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority of the Financial Indebtedness or obligation to which it relates); or (xvii) any loans or advances made by any member of the Borrower Group to employees or directors or former employees or directors payment of any member of the Borrower Group in an amount not dividends or distributions to exceed S$5,000,000 in the aggregate outstanding at FWD Limited's shareholders or any timeother person.

Loans and Guarantees. Each Obligor (aother than UPC Broadband Holdco) No Obligor shall (will not, and the Borrower shall ensure will procure that no other member of the Borrower Group will): (i) will make any loanloans, or provide grant any form of credit or financial accommodation, to any other person; or (ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect enter into any transaction having the effect of liabilities or obligations oflending money to, any person, other person or voluntarily assume any liability (whether actual or contingent) of any other person.than: (b) Paragraph (a) above does not apply toloans from a member of the Borrower Group to another member of the Borrower Group, provided that no Obligor shall make a loan to any other member of the Borrower Group unless, within 60 days of making that loan: (i) up such Obligor has entered into an Obligor Pledge of Shareholder Loans which creates an effective pledge in favour of the Security Agent in relation to such loan and provided the Security Agent with such evidence as it may reasonably request as the power and authority of such Obligor to enter into such Obligor Pledge of Shareholder Loans and that such Obligor Pledge of Shareholder Loans constitutes valid and legally binding obligations of such Obligor enforceable in accordance with its terms subject (to the first Utilisation Date, extent possible) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents); and (ii) the relevant member of the Borrower Group to whom the shareholder loan has been made has given a notification of pledge to the Security Agent in respect of such shareholder loans; (b) as permitted by Clause 23.12 (Restrictions on Financial Indebtedness); (c) normal trade credit in the ordinary course of business; (d) guarantees given: (i) by any Guarantees or indemnities Obligor in respect of the Existing Facilitiesliabilities of another Obligor; (ii) any loans, Guarantees or indemnities under the Finance Documents; (iii) any customary indemnities in respect of any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtedness; (iv) any Guarantee issued by any a member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) liabilities of Clause 22.6 (Financial Indebtedness);an Obligor; or (viii) any Guarantee issued by any a member of the Borrower Group (which is not an Obligor) in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtedness); (vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph (b)(vii) of Clause 22.6 (Financial Indebtedness)); (vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial Indebtedness)); (viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness)); (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness; (xiii) any loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 (Financial Indebtedness); (xiv) any Borrower Group Subordinated Guarantees; or (xv) any loans by the Borrower to: (A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or (B) all HoldCos (whether pro rata in accordance with the proportion of each HoldCo’s shareholding in the Borrower or otherwise) on a joint and several basis; (xvi) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations liabilities of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority not an Obligor); (iv) by an Obligor in respect of the Financial Indebtedness or obligation to which it relates); or (xvii) liabilities of any loans or advances made by any other member of the Borrower Group to employees or directors or former employees or directors the extent that such liabilities could have been incurred by such Obligor directly without breaching this Agreement; or (v) by an Obligor in respect of the liabilities of any other member of the Borrower Group which is not an Obligor provided that that other member of the Group must become an Additional Guarantor in accordance with Clause 33.4(a) (Additional Obligors) within 30 days of the granting of the guarantee made pursuant to this paragraph (v); or (e) to the extent that the same constitute Permitted Payments or a Permitted Disposal (not being a Permitted Disposal of cash or cash equivalents); (f) loans, the granting of credit, guarantees and other transactions having the effect of lending money (each a Lending Transaction) from a member of the Borrower Group, in connection with an amount not acquisition by that member which is permitted by Clause 23.11 (Acquisitions and mergers), to exceed S$5,000,000 in the relevant person being acquired or one or more of its Subsidiaries, provided that: (i) no Lending Transaction may have a term longer than 12 months (including any extensions or refinancings of the original Lending Transaction); and (ii) the aggregate outstanding principal amount of all Lending Transactions (which principal amount shall be deemed to be no longer outstanding for this purpose at the time the beneficiary of the relevant Lending Transaction becomes a member of the Borrower Group upon completion of the relevant acquisition, provided such Lending Transaction was made to or in favour of the person acquired or its Subsidiaries) shall not exceed €100,000,000 at any time; (g) Lending Transactions from a member of the Borrower Group to any person of the proceeds of equity subscribed by any Restricted Person in, or Subordinated Shareholder Loans provided to, such member (other than any such proceeds which are otherwise applied in mandatory prepayment of any or all Facilities under this Agreement or the Existing Facilities under the Existing Facility Agreement or pursuant to Clause 24.4 (Cure provisions) or otherwise); and (h) the loan, deposit, or similar arrangement to be made by a member of the Borrower Group with the lenders under the VTR Facility by no later than the date falling 60 days after the date of the VTR Acquisition.

Loans and Guarantees. (a) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will): (i) make any loan, or provide any form of credit or financial accommodation, to any other person; or (ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect of liabilities or obligations of, any other person or voluntarily assume any liability (whether actual or contingent) of any other person. (b) Paragraph (a) above does not apply to: (i) up to the first Utilisation Date, any Guarantees or indemnities in respect of the Existing Facilities; (ii) any loans, Guarantees guarantees or indemnities under the Finance Documents; (iiiii) any customary guarantees or indemnities in respect of any Permitted FF&E Indebtedness, any Indebtedness and Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtednessincurred by it; (iviii) any Guarantee issued by any member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) of Clause 22.6 (Financial Indebtedness); (v) any Guarantee issued by any member of the Borrower Group in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtedness); (vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph (b)(vii) of Clause 22.6 (Financial Indebtedness)); (vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial Indebtedness)); (viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness)); (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 26.18 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xiiiv) any Guarantee issued in respect of any Permitted Aircraft/Watercraft Indebtedness (provided that the principal amount of all such Guarantees shall not exceed S$300,000,000); (v) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement); (vi) trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness; (xiiivii) indemnities given by any Subsidiary of the Borrower in respect of any Permitted Aircraft/Watercraft Indebtedness incurred by it; (viii) loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 26.7 (Financial Indebtedness); (xiv) any Borrower Group Subordinated Guarantees; or (xv) any loans by the Borrower to: (A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or (B) all HoldCos (whether pro rata in accordance with the proportion of each HoldCo’s shareholding in the Borrower or otherwise) on a joint and several basis; (xvi) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority of the Financial Indebtedness or obligation to which it relates); or (xviiix) any loans or advances made by any member of the Borrower Group to employees or directors or former employees or directors of any member of the Borrower Group in an amount not to exceed S$5,000,000 in the aggregate outstanding at any time; (x) Borrower Group Subordinated Guarantees; or (xi) in relation to the Borrower, up to the date of the First Utilisations any guarantees or indemnities under the Existing Bridge Facilities and the Existing FRNs.

Loans and Guarantees. (a) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will): (i) make any loan, or provide any form of credit or financial accommodation, to any other person; or (ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect of liabilities or obligations of, any other person or voluntarily assume any liability (whether actual or contingent) of any other person. (b) Paragraph (a) above does not apply to: (i) up to the first Utilisation Date, any Guarantees or indemnities in respect of the Existing Facilities; (ii) any loans, Guarantees or indemnities under the Finance Documents; (iii) any customary indemnities in respect of any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtedness; (iv) any Guarantee issued by any member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) of Clause 22.6 (Financial Indebtedness); (v) any Guarantee issued by any member of the Borrower Group in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtedness); (vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph (b)(vii) of Clause 22.6 (Financial Indebtedness)); (vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial Indebtedness)); (viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness)); (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s 's length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness; (xiii) any loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 (Financial Indebtedness); (xiv) any Borrower Group Subordinated Guarantees; or (xv) any loans by the Borrower to: (A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or (B) all HoldCos (whether pro rata in accordance with the proportion of each HoldCo’s shareholding in the Borrower or otherwise) on a joint and several basis; (xvi) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority of the Financial Indebtedness or obligation to which it relates); or (xvii) any loans or advances made by any member of the Borrower Group to employees or directors or former employees or directors of any member of the Borrower Group in an amount not to exceed S$5,000,000 in the aggregate outstanding at any time.

Loans and Guarantees. 11.1 The parties acknowledge that the Consideration has been agreed on the basis that on Completion there is no indebtedness of any kind (a) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will): (i) make any loanwhether or not then presently payable but excluding remuneration owing, or provide any form reimbursement of credit or financial accommodationexpenses properly incurred, to any other person; or (ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect of liabilities or obligations of, any other person or voluntarily assume any liability (whether actual or contingent) of any other person. (b) Paragraph (a) above does not apply to: (i) up to the first Utilisation Date, any Guarantees or indemnities in respect of the Existing Facilities; (ii) any loans, Guarantees or indemnities under the Finance Documents; (iii) any customary indemnities in respect of any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtedness; (iv) any Guarantee issued by any member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) of Clause 22.6 (Financial Indebtedness); (v) any Guarantee issued by any member of the Borrower Group in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtedness); (vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph (b)(vii) of Clause 22.6 (Financial Indebtedness)); (vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial Indebtedness)); (viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness)); (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length terms and in the ordinary course of its tradingbusiness) owing by the Group Companies to the Seller or any person controlled by (or, not in respect the case of Financial Indebtedness; (xiiiindividuals, connected with) any loansSeller. 11.2 If it is established at any time after Completion that any indebtedness of any kind (whether or not then presently payable but excluding remuneration owing or reimbursement of expenses properly incurred, guaranteesin the ordinary course of business) was owing on Completion by any Group Company to any Seller or any person controlled by (or, indemnitiesin the case of individuals, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 (Financial Indebtedness); (xivconnected with) any Borrower Group Subordinated Guarantees; Seller, contrary to the basis stated in subclause 11.1, then each Seller shall severally procure that it or the person(s) controlled by (or (xv) any loans by the Borrower to: (A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or (B) all HoldCos (whether pro rata in accordance with the proportion of each HoldCo’s shareholding in the Borrower or otherwisecase of individuals, each Seller shall use reasonable endeavours to procure that person(s) on a joint and several basis; (xviconnected with) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority of the Financial Indebtedness or obligation Seller to which it relates); that indebtedness is owing shall waive that indebtedness for borrowed money by executing a deed of waiver in such form as the Purchaser shall reasonably require or (xvii) , if that is not permissible or practicable, shall procure that such indebtedness is discharged or otherwise eliminated, in any loans or advances made by such case, at no cost to any member of the Borrower Purchaser’s Group or any Group Company. 11.3 Subclauses 11.1 and 11.2 shall not apply to employees the Invoices, the Accrued Fees or directors or former employees or directors the Bridge Loan Facility Agreement. 11.4 Save as provided in clause 14, each Seller shall severally procure that on Completion each Group Company is released from all guarantees and indemnities given by that Group Company in respect of any member liability or obligation of such Sellers or any person controlled by (or, in the case of individuals, connected with) such Seller. The Purchaser acknowledges that this subclause 11.3 shall not apply in respect of any directors’ and officers’ insurance liability cover for the benefit of the Borrower directors and officers of the Group Companies or directors’ deeds of indemnity in an amount not place immediately prior to exceed S$5,000,000 in the aggregate outstanding at any timeCompletion.

Loans and Guarantees. Each Obligor (aother than UPC Broadband Holdco) No Obligor shall (will not, and the Borrower shall ensure will procure that no other member of the Borrower Group will): (i) will make any loanloans, or provide grant any form of credit or financial accommodation, to any other person; or (ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect enter into any transaction having the effect of liabilities or obligations oflending money to, any person, other person or voluntarily assume any liability (whether actual or contingent) of any other person.than: (b) Paragraph (a) above does not apply toloans from a member of the Borrower Group to another member of the Borrower Group, provided that no Obligor shall make a loan to any other member of the Borrower Group unless: (i) up such Obligor has first entered into an Obligor Pledge of Shareholder Loans which creates an effective pledge in favour of the Security Agent in relation to such loan and provided the Security Agent with such evidence as it may reasonably request as the power and authority of such Obligor to enter into such Obligor Pledge of Shareholder Loans and that such Obligor Pledge of Shareholder Loans constitutes valid and legally binding obligations of such Obligor enforceable in accordance with its terms subject (to the first Utilisation Date, extent possible) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents); and (ii) the relevant member of the Borrower Group to whom the shareholder loan is to be made has given a notification of pledge to the Security Agent in respect of such shareholder loans; (b) as permitted by Clause 16.12 (Restrictions on Financial Indebtedness); (c) normal trade credit in the ordinary course of business; (d) guarantees given: (i) by any Guarantees or indemnities Obligor in respect of the Existing Facilitiesliabilities of another Obligor; (ii) any loans, Guarantees or indemnities under the Finance Documents; (iii) any customary indemnities in respect of any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtedness; (iv) any Guarantee issued by any a member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) liabilities of Clause 22.6 (Financial Indebtedness);an Obligor; or (viii) any Guarantee issued by any a member of the Borrower Group (which is not an Obligor) in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtedness); (vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph (b)(vii) of Clause 22.6 (Financial Indebtedness)); (vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial Indebtedness)); (viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness)); (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness; (xiii) any loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 (Financial Indebtedness); (xiv) any Borrower Group Subordinated Guarantees; or (xv) any loans by the Borrower to: (A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or (B) all HoldCos (whether pro rata in accordance with the proportion of each HoldCo’s shareholding in the Borrower or otherwise) on a joint and several basis; (xvi) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations liabilities of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority of the Financial Indebtedness or obligation to which it relatesnot an Obligor); or (xviiiv) by an Obligor in respect of the liabilities of any loans or advances made by any other member of the Borrower Group to employees the extent that such liabilities could have been incurred by such Obligor directly without breaching this Agreement; or (e) to the extent that the same constitute Permitted Payments or directors a Permitted Disposal (not being a Permitted Disposal of cash or former employees cash equivalents); (f) loans, the granting of credit, guarantees and other transactions having the effect of lending money (each a Lending Transaction) from a member of the Borrower Group, in connection with an acquisition by that member which is permitted by Clause 16.11 (Acquisitions and mergers), to the relevant person being acquired or directors one or more of its Subsidiaries, provided that: (i) no Lending Transaction may have a term longer than 12 months (including any extensions or refinancings of the original Lending Transaction); and (ii) the aggregate outstanding principal amount of all Lending Transactions (which principal amount shall be deemed to be no longer outstanding for this purpose at the time the beneficiary of the relevant Lending Transaction becomes a member of the Borrower Group upon completion of the relevant acquisition, provided such Lending Transaction was made to or in an amount favour of the person acquired or its Subsidiaries) shall not to exceed S$5,000,000 in the aggregate outstanding €100,000,000 at any time; and (g) Lending Transactions from a member of the Borrower Group to any person of the proceeds of equity subscribed by any Restricted Person in, or Subordinated Shareholder Loans provided to, such member (other than any such proceeds which are otherwise applied in mandatory prepayment of any or all of the Facilities under this Agreement or the New Facility Agreement or pursuant to Clause 17.4 (Core provisions) or otherwise).

Loans and Guarantees. 8.1 The Seller shall procure that on Completion all Seller Inter-Company Debt is or has been satisfied in full together with any interest accruing on such amount up to the moment such amount is paid in full. 8.2 The Purchaser shall, on behalf of each Group Company, procure that on Completion all Inter-Company Debt (including the Inter-Company Loan) is satisfied in full together with any interest accruing on such amount up to the moment such amount is paid in full. 8.3 If it is established at any time after Completion that any indebtedness of any kind (whether or not presently payable) was owing at Completion by any Group Company to any member of the Seller’s Group or by any member of the Seller’s Group to any Group Company, contrary to the basis stated above, then either the Seller or the Purchaser (as the case may be) shall procure that the relevant member of the Seller’s Group or the relevant Group Company to which that indebtedness is owed, shall waive that indebtedness by executing a deed of waiver in such form as the Purchaser or the Seller (as the case may be) shall reasonably require or, if that is not permissible or practicable, shall procure that such indebtedness is discharged or otherwise eliminated at no cost to the Purchaser’s Group or to the Seller (as the case may be). 8.4 Subject to subclause 8.5, the parties agree and acknowledge that (a) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Seller’s Group will): (i) make has given any loan, or provide any form of credit or financial accommodation, to any other person; or (ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect of liabilities or obligations of, any other person or voluntarily assume any liability (whether actual or contingent) of any other person. (b) Paragraph (a) above does not apply to: (i) up to the first Utilisation Date, any Guarantees guarantees or indemnities in respect of the Existing Facilities; obligations of any Group Company and (iib) no Group Company has given any loans, Guarantees guarantees or indemnities under the Finance Documents; (iii) any customary indemnities in respect of any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtedness; (iv) any Guarantee issued by any member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) of Clause 22.6 (Financial Indebtedness); (v) any Guarantee issued by any member of the Borrower Group in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtedness); (vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph (b)(vii) of Clause 22.6 (Financial Indebtedness)); (vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial Indebtedness)); (viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness)); (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness; (xiii) any loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 (Financial Indebtedness); (xiv) any Borrower Group Subordinated Guarantees; or (xv) any loans by the Borrower to: (A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or (B) all HoldCos (whether pro rata in accordance with the proportion of each HoldCo’s shareholding in the Borrower or otherwise) on a joint and several basis; (xvi) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority of the Financial Indebtedness or obligation to which it relates); or (xvii) any loans or advances made by any member of the Borrower Group to employees or directors or former employees or directors of any member of the Borrower Group in an amount not to exceed S$5,000,000 in the aggregate outstanding Seller’s Group. If it is established at any timetime after the date hereof that (i) any member of the Seller’s Group has given any guarantees or indemnities in respect of obligations of any Group Company and/or (ii) that any Group Company has given any guarantees or indemnities in respect of obligations of any member of the Seller’s Group, the Purchaser and/or the Seller shall procure that each member of the Seller’s Group and/or Group Company, respectively, is released from such guarantees or indemnities from the Effective Date and pending such release the Purchaser and/or the Seller shall indemnify each member of the Seller’s Group and/or Group Company, respectively, against all liabilities under such guarantees or indemnities. 8.5 The Purchaser acknowledges that (i) a fiscal unity (fiscale eenheid) has existed for corporate income tax purposes between certain members of the Seller’s Group and certain of the Group Companies which was terminated on 1 July 2005 and (ii) a fiscal unity has existed for VAT purposes between certain members of the Seller’s Group and certain of the Group Companies which was terminated on 1 January 2008.

Loans and Guarantees. Each Obligor (aother than UPC Broadband Holdco) No Obligor shall (will not, and the Borrower shall ensure will procure that no other member of the Borrower Group will): (i) will make any loanloans, or provide grant any form of credit or financial accommodation, to any other person; or (ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect enter into any transaction having the effect of liabilities or obligations oflending money to, any person, other person or voluntarily assume any liability (whether actual or contingent) of any other person.than: (b) Paragraph (a) above does not apply toloans from a member of the Borrower Group to another member of the Borrower Group, provided that no Obligor shall make a loan to any other member of the Borrower Group unless: (i) up such Obligor has first entered into an Obligor Pledge of Shareholder Loans which creates an effective pledge in favour of the Security Agent in relation to such loan and provided the Security Agent with such evidence as it may reasonably request as the power and authority of such Obligor to enter into such Obligor Pledge of Shareholder Loans and that such Obligor Pledge of Shareholder Loans constitutes valid and legally binding obligations of such Obligor enforceable in accordance with its terms subject (to the first Utilisation Date, extent possible) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents); and (ii) the relevant member of the Borrower Group to whom the shareholder loan is to be made has given a notification of pledge to the Security Agent in respect of such shareholder loans; (b) as permitted by Clause 16.12 (Restrictions on Financial Indebtedness); (c) normal trade credit in the ordinary course of business; (d) guarantees given: (i) by any Guarantees or indemnities Obligor in respect of the Existing Facilitiesliabilities of another Obligor; (ii) any loans, Guarantees or indemnities under the Finance Documents; (iii) any customary indemnities in respect of any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtedness; (iv) any Guarantee issued by any a member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) liabilities of Clause 22.6 (Financial Indebtedness);an Obligor; or (viii) any Guarantee issued by any a member of the Borrower Group (which is not an Obligor) in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtedness); (vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph (b)(vii) of Clause 22.6 (Financial Indebtedness)); (vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial Indebtedness)); (viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness)); (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness; (xiii) any loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 (Financial Indebtedness); (xiv) any Borrower Group Subordinated Guarantees; or (xv) any loans by the Borrower to: (A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or (B) all HoldCos (whether pro rata in accordance with the proportion of each HoldCo’s shareholding in the Borrower or otherwise) on a joint and several basis; (xvi) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations liabilities of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority not an Obligor); (iv) by an Obligor in respect of the Financial Indebtedness or obligation to which it relates); or (xvii) liabilities of any loans or advances made by any other member of the Borrower Group to employees or directors or former employees or directors the extent that such liabilities could have been incurred by such Obligor directly without breaching this Agreement; or (v) by an Obligor in respect of the liabilities of any other member of the Borrower Group which is not an Obligor provided that that other member of the Group must become an Additional Guarantor in accordance with Clause 26.4(a) (Additional Guarantors) within 30 days of the granting of the guarantee made pursuant to this paragraph (v); or (e) to the extent that the same constitute Permitted Payments or a Permitted Disposal (not being a Permitted Disposal of cash or cash equivalents); (f) loans, the granting of credit, guarantees and other transactions having the effect of lending money (each a Lending Transaction) from a member of the Borrower Group, in connection with an amount not acquisition by that member which is permitted by Clause 16.11 (Acquisitions and mergers), to exceed S$5,000,000 in the relevant person being acquired or one or more of its Subsidiaries, provided that: (i) no Lending Transaction may have a term longer than 12 months (including any extensions or refinancings of the original Lending Transaction); and (ii) the aggregate outstanding principal amount of all Lending Transactions (which principal amount shall be deemed to be no longer outstanding for this purpose at the time the beneficiary of the relevant Lending Transaction becomes a member of the Borrower Group upon completion of the relevant acquisition, provided such Lending Transaction was made to or in favour of the person acquired or its Subsidiaries) shall not exceed €100,000,000 at any time; and (g) Lending Transactions from a member of the Borrower Group to any person of the proceeds of equity subscribed by any Restricted Person in, or Subordinated Shareholder Loans provided to, such member (other than any such proceeds which are otherwise applied in mandatory prepayment of any or all of the Facilities under this Agreement or the New Facility Agreement or pursuant to Clause 17.4 (Cure provisions) or otherwise).

Loans and Guarantees. (a) No Obligor shall (and the Borrower Company shall ensure that no other member of the Borrower Group will):) make any loans, grant any credit (save in the ordinary course of business or to another member of the Group (including for the avoidance of doubt, as may be required in connection with the German Debt Pushdown)) or give any guarantee or indemnity (except as required under any of the Finance Documents) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person other than: (i) make any loanguarantee, bond, indemnity or provide any form counter-indemnity existing at the date of credit or financial accommodation, to any other personthis Agreement; or (ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect of liabilities or obligations of, any other person or voluntarily assume any liability (whether actual or contingent) of any other person. (b) Paragraph (a) above does not apply to: (i) up to the first Utilisation Date, any Guarantees or indemnities unsecured guarantee issued by an Obligor in respect of the Existing Facilities; (ii) Financial Indebtedness of any loans, Guarantees or indemnities other member of Group which Financial Indebtedness is permitted under the Finance Documents; (iii) any customary indemnities in respect of any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtedness; (iv) any Guarantee unsecured guarantee issued by any a member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) of Clause 22.6 (Financial Indebtedness); (v) any Guarantee issued by any member of the Borrower Group in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtedness); (vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph (b)(vii) of Clause 22.6 (Financial Indebtedness)); (vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial Indebtedness)); (viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness)); (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s 's length terms (including any counter-indemnity obligation) and in the ordinary course of its trading, not in respect of Financial Indebtedness; (xiiiiv) the endorsement of negotiable instruments in the ordinary course of trade; (v) a loan from a member of the Group to its directors and/or employees provided that the aggregate amount of loans to directors or employees of members of the Group does not exceed US$10,000 at any loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph time; (b) of Clause 22.6 No Obligor shall (Financial Indebtedness); (xiv) any Borrower Group Subordinated Guarantees; or (xv) any loans by and the Borrower to: (A) the HoldCo which directly holds, legally and beneficially, more than half Company shall ensure that no member of the Group will) agree to any arrangement after the date of this Agreement which might increase the amount which it may be liable to pay in connection with any guarantee, bond, indemnity or counter-indemnity permitted under paragraph (a)(i) above, other than in respect of any guarantee, bond, indemnity or counter-indemnity issued share capital of the Borrower; or (B) all HoldCos (whether pro rata in accordance with the proportion of each HoldCo’s shareholding in the Borrower or otherwise) on a joint and several basis; (xvi) loans, guarantees or indemnities with respect by an Obligor to Financial Indebtedness and other obligations of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority of the Financial Indebtedness or obligation to which it relates); orGroup. (xviic) any Notwithstanding the foregoing, no loans or advances made credit will be provided by any member of the Borrower Group to employees Solutia Inc. or directors or former employees or directors any of any its affiliated debtors and no member of the Borrower Group will give any guarantee or indemnity to any person (except as required under any of the Finance Documents) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in an amount not to exceed S$5,000,000 in the aggregate outstanding at respect of any timeobligation of Solutia Inc. or any of its Affiliates.

Loans and Guarantees. Each Obligor (aother than UPC Distribution Holdco) No Obligor shall (will not, and the Borrower shall ensure will procure that no other member of the Borrower Group will): (i) will make any loanloans, or provide grant any form of credit or financial accommodation, to any other person; or (ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect enter into any transaction having the effect of liabilities or obligations oflending money to, any person, other person or voluntarily assume any liability (whether actual or contingent) of any other person.than: (b) Paragraph (a) above does not apply toloans from a member of the Borrower Group to another member of the Borrower Group, provided that no Obligor shall make a loan to any other member of the Borrower Group unless: (i) up such Obligor has first entered into an Obligor Pledge of Shareholder Loans which creates an effective pledge in favour of the Security Agent in relation to such loan and provided the Security Agent with such evidence as it may reasonably request as the power and authority of such Obligor to enter into such Obligor Pledge of Shareholder Loans and that such Obligor Pledge of Shareholder Loans constitutes valid and legally binding obligations of such Obligor enforceable in accordance with its terms subject (to the first Utilisation Date, extent possible) to substantially similar qualifications to those made in the legal opinions referred to in 0 (Conditions Precedent Documents); and (ii) the relevant member of the Borrower Group to whom the shareholder loan is to be made has given a notification of pledge to the Security Agent in respect of such shareholder loans; (b) as permitted by Clause 16.12 (Restrictions on Financial Indebtedness); (c) normal trade credit in the ordinary course of business; (d) guarantees given: (i) by any Guarantees or indemnities Obligor in respect of the Existing Facilitiesliabilities of another Obligor; (ii) any loans, Guarantees or indemnities under the Finance Documents; (iii) any customary indemnities in respect of any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtedness; (iv) any Guarantee issued by any a member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) liabilities of Clause 22.6 (Financial Indebtedness);an Obligor; or (viii) any Guarantee issued by any a member of the Borrower Group (which is not an Obligor) in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtedness); (vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph (b)(vii) of Clause 22.6 (Financial Indebtedness)); (vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial Indebtedness)); (viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness)); (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness; (xiii) any loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 (Financial Indebtedness); (xiv) any Borrower Group Subordinated Guarantees; or (xv) any loans by the Borrower to: (A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or (B) all HoldCos (whether pro rata in accordance with the proportion of each HoldCo’s shareholding in the Borrower or otherwise) on a joint and several basis; (xvi) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations liabilities of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority of the Financial Indebtedness or obligation to which it relatesnot an Obligor); or (xviiiv) by an Obligor in respect of the liabilities of any loans or advances made by any other member of the Borrower Group to employees the extent that such liabilities could have been incurred by such Obligor directly without breaching this Agreement; or (e) to the extent that the same constitute Permitted Payments or directors a Permitted Disposal (not being a Permitted Disposal of cash or former employees cash equivalents); (f) loans, the granting of credit, guarantees and other transactions having the effect of lending money (each a Lending Transaction) from a member of the Borrower Group, in connection with an acquisition by that member which is permitted by Clause 16.11 (Acquisitions and mergers), to the relevant person being acquired or directors one or more of its Subsidiaries, provided that: (i) no Lending Transaction may have a term longer than 12 months (including any extensions or refinancings of the original Lending Transaction); and (ii) the aggregate outstanding principal amount of all Lending Transactions (which principal amount shall be deemed to be no longer outstanding for this purpose at the time the beneficiary of the relevant Lending Transaction becomes a member of the Borrower Group upon completion of the relevant acquisition, provided such Lending Transaction was made to or in an amount favour of the person acquired or its Subsidiaries) shall not to exceed S$5,000,000 in the aggregate outstanding €100,000,000 at any time; and (g) Lending Transactions from a member of the Borrower Group to any person of the proceeds of equity subscribed by any Restricted Person in, or Subordinated Shareholder Loans provided to, such member (other than any such proceeds which: (i) are taken into account in any calculation of Acquisition Cost pursuant to sub-paragraph (c)(i)(A), (c)(i)(B) or (d)(i) of the definition of “Permitted Acquisition” or in the calculation of the Acquisition basket in accordance with sub-paragraph (c)(i)(1) of the definition of “Permitted Acquisition” or in the calculation of Acquisition Cost pursuant to sub-paragraph (b)(i)(A) or (b)(i)(B) of the definition of “Permitted Joint Venture” or in the calculation of the Acquisition basket in accordance with the final paragraph of sub-paragraph (b)(i) of the definition of “Permitted Joint Venture”; or (ii) are subscribed or provided pursuant to Clause 17.4 (Cure provisions)).

Loans and Guarantees. (a) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will): (i) make any loan, or provide any form of credit or financial accommodation, to any other person; or (ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect of liabilities or obligations of, any other person or voluntarily assume any liability (whether actual or contingent) of any other person. (b) Paragraph (a) above does not apply to: (i) up to the first Utilisation Date, any Guarantees or indemnities in respect of the Existing Facilities; (ii) any loans, Guarantees or indemnities under the Finance Documents; (iii) any customary indemnities in respect of any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtedness; (iv) any Guarantee issued by any member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) of Clause 22.6 (Financial Indebtedness); (v) any Guarantee issued by any member of the Borrower Group in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtedness); (vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph (b)(vii) of Clause 22.6 (Financial Indebtedness)); (vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial Indebtedness)); (viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness)); (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness; (xiii) any loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 (Financial Indebtedness); (xiv) any Borrower Group Subordinated Guarantees; or; (xv) any loans by the Borrower to: (A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or (B) all HoldCos (whether pro rata in accordance with the proportion of each HoldCo’s shareholding in the Borrower or otherwise) on a joint and several basis; (xvi) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority of the Financial Indebtedness or obligation to which it relates); or (xvii) any loans or advances made by any member of the Borrower Group to employees or directors or former employees or directors of any member of the Borrower Group in an amount not to exceed S$5,000,000 in the aggregate outstanding at any time.

Loans and Guarantees. Each Obligor (aother than UPC Distribution Holdco) No Obligor shall (will not, and the Borrower shall ensure will procure that no other member of the Borrower Group will): (i) will make any loanloans, or provide grant any form of credit or financial accommodation, to any other person; or (ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect enter into any transaction having the effect of liabilities or obligations oflending money to, any person, other person or voluntarily assume any liability (whether actual or contingent) of any other person.than: (b) Paragraph (a) above does not apply toloans from a member of the Borrower Group to another member of the Borrower Group, provided that no Obligor shall make a loan to any other member of the Borrower Group unless: (i) up such Obligor has first entered into an Obligor Pledge of Shareholder Loans which creates an effective pledge in favour of the Security Agent in relation to such loan and provided the Security Agent with such evidence as it may reasonably request as the power and authority of such Obligor to enter into such Obligor Pledge of Shareholder Loans and that such Obligor Pledge of Shareholder Loans constitutes valid and legally binding obligations of such Obligor enforceable in accordance with its terms subject (to the first Utilisation Date, extent possible) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents); and (ii) the relevant member of the Borrower Group to whom the shareholder loan is to be made has given a notification of pledge to the Security Agent in respect of such shareholder loans; (b) as permitted by Clause 16.12 (Restrictions on Financial Indebtedness); (c) normal trade credit in the ordinary course of business; (d) guarantees given: (i) by any Guarantees or indemnities Obligor in respect of the Existing Facilitiesliabilities of another Obligor; (ii) any loans, Guarantees or indemnities under the Finance Documents; (iii) any customary indemnities in respect of any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtedness; (iv) any Guarantee issued by any a member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) liabilities of Clause 22.6 (Financial Indebtedness);an Obligor; or (viii) any Guarantee issued by any a member of the Borrower Group (which is not an Obligor) in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtedness); (vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph (b)(vii) of Clause 22.6 (Financial Indebtedness)); (vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial Indebtedness)); (viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness)); (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness; (xiii) any loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 (Financial Indebtedness); (xiv) any Borrower Group Subordinated Guarantees; or (xv) any loans by the Borrower to: (A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or (B) all HoldCos (whether pro rata in accordance with the proportion of each HoldCo’s shareholding in the Borrower or otherwise) on a joint and several basis; (xvi) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations liabilities of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority of the Financial Indebtedness or obligation to which it relatesnot an Obligor); or (xviiiv) by an Obligor in respect of the liabilities of any loans or advances made by any other member of the Borrower Group to employees the extent that such liabilities could have been incurred by such Obligor directly without breaching this Agreement; or (e) to the extent that the same constitute Permitted Payments or directors a Permitted Disposal (not being a Permitted Disposal of cash or former employees cash equivalents); (f) [intentionally left blank]; (g) loans, the granting of credit, guarantees and other transactions having the effect of lending money (each a Lending Transaction) from a member of the Borrower Group, in connection with an acquisition by that member which is permitted by Clause 16.11 (Acquisitions and mergers), to the relevant person being acquired or directors one or more of its Subsidiaries, provided that: (i) no Lending Transaction may have a term longer than 12 months (including any extensions or refinancings of the original Lending Transaction); and (ii) the aggregate outstanding principal amount of all Lending Transactions (which principal amount shall be deemed to be no longer outstanding for this purpose at the time the beneficiary of the relevant Lending Transaction becomes a member of the Borrower Group upon completion of the relevant acquisition, provided such Lending Transaction was made to or in an amount favour of the person acquired or its Subsidiaries) shall not to exceed S$5,000,000 in the aggregate outstanding €100,000,000 at any time; and (h) Lending Transactions from a member of the Borrower Group to any person of the proceeds of equity subscribed by any Restricted Person in, or Subordinated Shareholder Loans provided to, such member (other than any such proceeds which: (i) are taken into account in any calculation of Acquisition Cost pursuant to sub-paragraph (c)(i)(A), (c)(i)(B) or (d)(i) of the definition of “Permitted Acquisition” or in the calculation of the Acquisition basket in accordance with sub-paragraph (c)(i)(1) of the definition of “Permitted Acquisition” or in the calculation of Acquisition Cost pursuant to sub-paragraph (b)(i)(A) or (b)(i)(B) of the definition of “Permitted Joint Venture” or in the calculation of the Acquisition basket in accordance with the final paragraph of sub-paragraph (b)(i) of the definition of “Permitted Joint Venture”; or (ii) are subscribed or provided pursuant to Clause 17.4 (Cure provisions)).

Loans and Guarantees. (a) No Obligor shall (and the Borrower shall ensure that no other member of the Borrower Group will): (i) make or allow to subsist any loanloans, grant any credit (save in the ordinary course of business) or provide any form of credit or financial accommodation, to any other person; or (ii) give or issue allow to remain outstanding any guarantee, indemnity, bond guarantee or letter indemnity (except as required under any of credit the Finance Documents) to or for the benefit of, or in respect of liabilities or obligations of, any other person or otherwise voluntarily assume any liability (liability, whether actual or contingent) , in respect of any other obligation of any person. (b) Paragraph (a) above does not apply to: (i) up to the first Utilisation Date, any Guarantees loan or indemnities in respect credit made available by any member of the Existing FacilitiesGroup to another member of the Group (including as a direct result of a Permitted Reorganisation); (ii) any loansguarantees, Guarantees indemnities or indemnities under other contingent liabilities incurred or assumed in connection with the Finance DocumentsExisting Facility Agreement except to the extent the principal amount guaranteed, indemnified, incurred or assumed exceeds USD300,000,000; (iii) any customary indemnities credit extended by any member of the Group in respect the ordinary course of business and/or any Permitted FF&E Indebtedness, advance payment made in relation to capital expenditure in the ordinary course of business (but excluding any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtednessloans referred to in paragraphs (vii) and (viii) below); (iv) any Guarantee issued by any member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) of Clause 22.6 (Financial Indebtedness)cash credit balance at a bank or other financial institution; (v) any Guarantee issued by any member loans made to an employee share option scheme or unit trust scheme (or to directors or other employees for the purposes of the Borrower Group participating in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtednesssuch schemes); (vi) any Guarantee issued by guarantees, indemnities or other contingent liabilities incurred or assumed in the ordinary course of business (including in connection with financing transactions and mergers and acquisitions transactions) (but excluding any member of the Borrower Group loans referred to in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph paragraphs (b)(viivii) of Clause 22.6 and (Financial Indebtedness)viii) below); (vii) any Guarantee issued loan made available by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to FWD Limited prior to the extent it complies with paragraph (b)(viii) date of Clause 22.6 (Financial Indebtedness));this Agreement; and (viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness)); (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness; (xiii) any loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 (Financial Indebtedness); (xiv) any Borrower Group Subordinated Guarantees; or (xv) any loans loan made available by the Borrower to: to FWD Limited or FWD Limited's Subsidiaries on or after the date of this Agreement if the amount of that loan when aggregated with the amount of all loans made to FWD Limited and FWD Limited's Subsidiaries by the Borrower on or after the date of this Agreement does not exceed US$40,000,000 (or its equivalent) at any time provided that the proceeds of such loans shall only be applied by FWD Limited and its Subsidiaries for the purpose of funding the capital expenditure (A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or their businesses in Vietnam or (B) all HoldCos (whether pro rata of their Subsidiaries located in accordance with Vietnam and shall not be applied towards, without limitation, the proportion of each HoldCo’s shareholding in the Borrower or otherwise) on a joint and several basis; (xvi) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority of the Financial Indebtedness or obligation to which it relates); or (xvii) any loans or advances made by any member of the Borrower Group to employees or directors or former employees or directors payment of any member of the Borrower Group in an amount not dividends or distributions to exceed S$5,000,000 in the aggregate outstanding at FWD Limited's shareholders or any timeother person.

Loans and Guarantees. Each Obligor (aother than UPC Broadband Holdco) No Obligor shall (will not, and the Borrower shall ensure will procure that no other member of the Borrower Group will): (i) will make any loanloans, or provide grant any form of credit or financial accommodation, to any other person; or (ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect enter into any transaction having the effect of liabilities or obligations oflending money to, any person, other person or voluntarily assume any liability (whether actual or contingent) of any other person.than: (b) Paragraph (a) above does not apply toloans from a member of the Borrower Group to another member of the Borrower Group, provided that no Obligor shall make a loan to any other member of the Borrower Group unless: (i) up such Obligor has first entered into an Obligor Pledge of Shareholder Loans which creates an effective pledge in favour of the Security Agent in relation to such loan and provided the Security Agent with such evidence as it may reasonably request as the power and authority of such Obligor to enter into such Obligor Pledge of Shareholder Loans and that such Obligor Pledge of Shareholder Loans constitutes valid and legally binding obligations of such Obligor enforceable in accordance with its terms subject (to the first Utilisation Date, extent possible) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents); and (ii) the relevant member of the Borrower Group to whom the shareholder loan is to be made has given a notification of pledge to the Security Agent in respect of such shareholder loans; (b) as permitted by Clause 16.12 (Restrictions on Financial Indebtedness); (c) normal trade credit in the ordinary course of business; (d) guarantees given: (i) by any Guarantees or indemnities Obligor in respect of the Existing Facilitiesliabilities of another Obligor; (ii) any loans, Guarantees or indemnities under the Finance Documents; (iii) any customary indemnities in respect of any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtedness; (iv) any Guarantee issued by any a member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) liabilities of Clause 22.6 (Financial Indebtedness);an Obligor; or (viii) any Guarantee issued by any a member of the Borrower Group (which is not an Obligor) in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtedness); (vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph (b)(vii) of Clause 22.6 (Financial Indebtedness)); (vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial Indebtedness)); (viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness)); (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness; (xiii) any loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 (Financial Indebtedness); (xiv) any Borrower Group Subordinated Guarantees; or (xv) any loans by the Borrower to: (A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or (B) all HoldCos (whether pro rata in accordance with the proportion of each HoldCo’s shareholding in the Borrower or otherwise) on a joint and several basis; (xvi) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations liabilities of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority not an Obligor); (iv) by an Obligor in respect of the Financial Indebtedness or obligation to which it relates); or (xvii) liabilities of any loans or advances made by any other member of the Borrower Group to employees or directors or former employees or directors the extent that such liabilities could have been incurred by such Obligor directly without breaching this Agreement; or (v) by an Obligor in respect of the liabilities of any other member of the Borrower Group which is not an Obligor provided that that other member of the Group must become an Additional Guarantor in accordance with Clause 26.4(a) (Additional Obligors) within 30 days of the granting of the guarantee made pursuant to this paragraph (v); or (e) to the extent that the same constitute Permitted Payments or a Permitted Disposal (not being a Permitted Disposal of cash or cash equivalents); (f) loans, the granting of credit, guarantees and other transactions having the effect of lending money (each a Lending Transaction) from a member of the Borrower Group, in connection with an amount not acquisition by that member which is permitted by Clause 16.11 (Acquisitions and mergers), to exceed S$5,000,000 in the relevant person being acquired or one or more of its Subsidiaries, provided that: (i) no Lending Transaction may have a term longer than 12 months (including any extensions or refinancings of the original Lending Transaction); and (ii) the aggregate outstanding principal amount of all Lending Transactions (which principal amount shall be deemed to be no longer outstanding for this purpose at the time the beneficiary of the relevant Lending Transaction becomes a member of the Borrower Group upon completion of the relevant acquisition, provided such Lending Transaction was made to or in favour of the person acquired or its Subsidiaries) shall not exceed ε100,000,000 at any time; and (g) Lending Transactions from a member of the Borrower Group to any person of the proceeds of equity subscribed by any Restricted Person in, or Subordinated Shareholder Loans provided to, such member (other than any such proceeds which are otherwise applied in mandatory prepayment of any or all Facilities under this Agreement or the Existing Facilities under the Existing Facility Agreement or pursuant to Clause 17.4 (Cure provisions) or otherwise).

Loans and Guarantees. Each Obligor (aother than UPC Broadband Holdco) No Obligor shall (will not, and the Borrower shall ensure will procure that no other member of the Borrower Group will): (i) will make any loanloans, or provide grant any form of credit or financial accommodation, to any other person; or (ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect enter into any transaction having the effect of liabilities or obligations oflending money to, any person, other person or voluntarily assume any liability (whether actual or contingent) of any other person.than: (b) Paragraph (a) above does not apply toloans from a member of the Borrower Group to another member of the Borrower Group, provided that no Obligor shall make a loan to any other member of the Borrower Group unless: (i) up such Obligor has first entered into an Obligor Pledge of Shareholder Loans which creates an effective pledge in favour of the Security Agent in relation to such loan and provided the Security Agent with such evidence as it may reasonably request as the power and authority of such Obligor to enter into such Obligor Pledge of Shareholder Loans and that such Obligor Pledge of Shareholder Loans constitutes valid and legally binding obligations of such Obligor enforceable in accordance with its terms subject (to the first Utilisation Date, extent possible) to substantially similar qualifications to those made in the legal opinions referred to in Schedule 2 (Conditions Precedent Documents); and (ii) the relevant member of the Borrower Group to whom the shareholder loan is to be made has given a notification of pledge to the Security Agent in respect of such shareholder loans; (b) as permitted by Clause 16.12 (Restrictions on Financial Indebtedness); (c) normal trade credit in the ordinary course of business; (d) guarantees given: (i) by any Guarantees or indemnities Obligor in respect of the Existing Facilitiesliabilities of another Obligor; (ii) any loans, Guarantees or indemnities under the Finance Documents; (iii) any customary indemnities in respect of any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtedness; (iv) any Guarantee issued by any a member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) liabilities of Clause 22.6 (Financial Indebtedness);an Obligor; or (viii) any Guarantee issued by any a member of the Borrower Group (which is not an Obligor) in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtedness); (vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph (b)(vii) of Clause 22.6 (Financial Indebtedness)); (vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial Indebtedness)); (viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness)); (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness; (xiii) any loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 (Financial Indebtedness); (xiv) any Borrower Group Subordinated Guarantees; or (xv) any loans by the Borrower to: (A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or (B) all HoldCos (whether pro rata in accordance with the proportion of each HoldCo’s shareholding in the Borrower or otherwise) on a joint and several basis; (xvi) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations liabilities of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority of the Financial Indebtedness or obligation to which it relatesnot an Obligor); or (xviiiv) by an Obligor in respect of the liabilities of any loans or advances made by any other member of the Borrower Group to employees the extent that such liabilities could have been incurred by such Obligor directly without breaching this Agreement; or (e) to the extent that the same constitute Permitted Payments or directors a Permitted Disposal (not being a Permitted Disposal of cash or former employees cash equivalents); (f) loans, the granting of credit, guarantees and other transactions having the effect of lending money (each a Lending Transaction) from a member of the Borrower Group, in connection with an acquisition by that member which is permitted by Clause 16.11 (Acquisitions and mergers), to the relevant person being acquired or directors one or more of its Subsidiaries, provided that: (i) no Lending Transaction may have a term longer than 12 months (including any extensions or refinancings of the original Lending Transaction); and (ii) the aggregate outstanding principal amount of all Lending Transactions (which principal amount shall be deemed to be no longer outstanding for this purpose at the time the beneficiary of the relevant Lending Transaction becomes a member of the Borrower Group upon completion of the relevant acquisition, provided such Lending Transaction was made to or in an amount favour of the person acquired or its Subsidiaries) shall not to exceed S$5,000,000 in the aggregate outstanding €100,000,000 at any time; and (g) Lending Transactions from a member of the Borrower Group to any person of the proceeds of equity subscribed by any Restricted Person in, or Subordinated Shareholder Loans provided to, such member (other than any such proceeds which are otherwise applied in mandatory prepayment of any or all Facilities under this Agreement or the Existing Facilities under the Existing Facility Agreement or pursuant to Clause 17.4 (Cure provisions) or otherwise).

Loans and Guarantees. Each Obligor (aother than UPC Distribution Holdco) No Obligor shall (will not, and the Borrower shall ensure will procure that no other member of the Borrower Group will): (i) will make any loanloans, or provide grant any form of credit or financial accommodation, to any other person; or (ii) give or issue any guarantee, indemnity, bond or letter of credit to or for the benefit of, or in respect enter into any transaction having the effect of liabilities or obligations oflending money to, any person, other person or voluntarily assume any liability (whether actual or contingent) of any other person.than: (b) Paragraph (a) above does not apply toloans from a member of the Borrower Group to another member of the Borrower Group, provided that no Obligor shall make a loan to any other member of the Borrower Group unless: (i) up such Obligor has first entered into an Obligor Pledge of Shareholder Loans which creates an effective pledge in favour of the Security Agent in relation to such loan and provided the Security Agent with such evidence as it may reasonably request as the power and authority of such Obligor to enter into such Obligor Pledge of Shareholder Loans and that such Obligor Pledge of Shareholder Loans constitutes valid and legally binding obligations of such Obligor enforceable in accordance with its terms subject (to the first Utilisation Date, extent possible) to substantially similar qualifications to those made in the legal opinions referred to in 0 (Conditions Precedent Documents); and (ii) the relevant member of the Borrower Group to whom the shareholder loan is to be made has given a notification of pledge to the Security Agent in respect of such shareholder loans; (b) as permitted by Clause 16.12 (Restrictions on Financial Indebtedness); (c) normal trade credit in the ordinary course of business; (d) guarantees given: (i) by any Guarantees or indemnities Obligor in respect of the Existing Facilitiesliabilities of another Obligor; (ii) any loans, Guarantees or indemnities under the Finance Documents; (iii) any customary indemnities in respect of any Permitted FF&E Indebtedness, any Permitted Refinancing Indebtedness, any Permitted Aircraft/Watercraft Indebtedness, any External Subordinated Debt, any Incremental Indebtedness, any Mezzanine Indebtedness or any Purchase Money Indebtedness; (iv) any Guarantee issued by any a member of the Borrower Group in respect of any Incremental Indebtedness to the extent it complies with paragraph (b)(v) liabilities of Clause 22.6 (Financial Indebtedness);an Obligor; or (viii) any Guarantee issued by any a member of the Borrower Group (which is not an Obligor) in respect of any Mezzanine Indebtedness to the extent it complies with paragraph (b)(vi) of Clause 22.6 (Financial Indebtedness); (vi) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Aircraft/Watercraft Indebtedness to the extent it complies with paragraph (b)(vii) of Clause 22.6 (Financial Indebtedness)); (vii) any Guarantee issued by any member of the Borrower Group in respect of any Permitted FF&E Indebtedness to the extent it complies with paragraph (b)(viii) of Clause 22.6 (Financial Indebtedness)); (viii) any Guarantee issued by any member of the Borrower Group in respect of any Purchase Money Indebtedness to the extent it complies with paragraph (b)(ix) of Clause 22.6 (Financial Indebtedness)); (ix) any Guarantee issued by any member of the Borrower Group in respect of any Permitted Refinancing Indebtedness to the extent it complies with paragraph (b)(x) of Clause 22.6 (Financial Indebtedness)); (x) any Guarantee issued by any member of the Borrower Group in respect of any Subordinated Debt to the extent it complies with paragraph (b)(iii) of Clause 22.6 (Financial Indebtedness)); (xi) any investments permitted under Clause 22.15 (Acquisitions and investments) to the extent they constitute loans, guarantees, indemnities or other contingent liabilities; (xii) any trade credit, guarantees, indemnities, bonds and letters of credit granted, given or issued by an Obligor on arm’s length terms and in the ordinary course of its trading, not in respect of Financial Indebtedness; (xiii) any loans, guarantees, indemnities, bonds and letters of credit permitted by paragraph (b) of Clause 22.6 (Financial Indebtedness); (xiv) any Borrower Group Subordinated Guarantees; or (xv) any loans by the Borrower to: (A) the HoldCo which directly holds, legally and beneficially, more than half of the issued share capital of the Borrower; or (B) all HoldCos (whether pro rata in accordance with the proportion of each HoldCo’s shareholding in the Borrower or otherwise) on a joint and several basis; (xvi) loans, guarantees or indemnities with respect to Financial Indebtedness and other obligations liabilities of another member of the Borrower Group (which Financial Indebtedness or obligation is otherwise permitted under this Agreement, provided that the ranking and priority of such guarantees and/or indemnities shall be no more favourable than the ranking and priority of the Financial Indebtedness or obligation to which it relatesnot an Obligor); or (xviiiv) by an Obligor in respect of the liabilities of any loans or advances made by any other member of the Borrower Group to employees the extent that such liabilities could have been incurred by such Obligor directly without breaching this Agreement; or (e) to the extent that the same constitute Permitted Payments or directors a Permitted Disposal (not being a Permitted Disposal of cash or former employees cash equivalents); (f) [intentionally left blank]; (g) loans, the granting of credit, guarantees and other transactions having the effect of lending money (each a Lending Transaction) from a member of the Borrower Group, in connection with an acquisition by that member which is permitted by Clause 16.11 (Acquisitions and mergers), to the relevant person being acquired or directors one or more of its Subsidiaries, provided that: (i) no Lending Transaction may have a term longer than 12 months (including any extensions or refinancings of the original Lending Transaction); and (ii) the aggregate outstanding principal amount of all Lending Transactions (which principal amount shall be deemed to be no longer outstanding for this purpose at the time the beneficiary of the relevant Lending Transaction becomes a member of the Borrower Group upon completion of the relevant acquisition, provided such Lending Transaction was made to or in an amount favour of the person acquired or its Subsidiaries) shall not to exceed S$5,000,000 in the aggregate outstanding €100,000,000 at any time; and (h) Lending Transactions from a member of the Borrower Group to any person of the proceeds of equity subscribed by any Restricted Person in, or Subordinated Shareholder Loans provided to, such member (other than any such proceeds which: (i) are (A) taken into account in any calculation of Acquisition Cost pursuant to sub-paragraph (c)(i)(A) or (c)(i)(B) of the definition of “Permitted Acquisition” or in the calculation of the Acquisition basket in accordance with sub-paragraph (c)(i)(1) of the definition of “Permitted Acquisition” or in the calculation of Acquisition Cost pursuant to sub-paragraph (b)(i)(A) or (b)(i)(B) of the definition of “Permitted Joint Venture” or in the calculation of the Acquisition basket in accordance with the final paragraph of sub-paragraph (b)(i) of the definition of “Permitted Joint Venture” or (B) or are used to fund or part fund (directly or indirectly) an Additional Permitted Acquisition; or (ii) are subscribed or provided pursuant to Clause 17.4 (Cure provisions)).