Common use of Loans or credit Clause in Contracts

Loans or credit. (a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that no other member of the Group will) make any loans or grant any credit representing Financial Indebtedness. (b) Paragraph (a) above does not apply to: (i) any loan made or credit granted in the ordinary course of trading and on usual terms; (ii) a loan by a member of the Group to another member of the Group to the extent that loan exists on the Closing Date; (iii) a Joint Venture Investment by a member of the Group, to the extent permitted under Clause 25.8 (Joint Ventures); (iv) a loan by a member of the Group to an employee or director of any member of the Group for any purpose (other than funding or refinancing any (direct or indirect) equity or other investment by such employee or director in the Company or any of its direct or indirect Holding Companies) if the outstanding amount of that loan when aggregated with the amount of all loans to employees and directors by members of the Group and the maximum actual and contingent liabilities under all guarantees or indemnities by members of the Group in respect of liabilities or obligations of employees or directors of members of the Group permitted under paragraph (b)(viii) of Clause 25.14 (No guarantees or indemnities) does not exceed €10,000,000 (or its equivalent in other currencies) plus the aggregate amount of such loans in existence as at the Closing Date outstanding at any time; (v) a loan by an Obligor to an Obligor; (vi) a loan by a member of the Group which is not an Obligor to a member of the Group; (vii) a loan by an Obligor to a member of the Group which is not an Obligor provided that the amount of such loan when aggregated with: (A) the amount of all other loans made pursuant to this paragraph (vii) and outstanding at such time; (B) amounts payable by non-Obligors to Obligors as a result of the disposal of assets in accordance with paragraph (b)(ii)(B) of Clause 25.11 (Disposals) other than in the ordinary course of trading; (C) all guarantees outstanding at such time pursuant to paragraph (b)(iv) of Clause 25.14 (No guarantees or indemnities); and (D) the amount of all share issues by non-Obligors to Obligors referred to in paragraph (b) of Clause 25.15 (Share capital) which have been made since the date of this Agreement (net of all redemptions, repurchases, retirements, returns or repayments of share capital by non-Obligors in favour of Obligors which have been made since the date of this Agreement), does not at any time after the date falling 90 days after the Closing Date exceed the aggregate of €125,000,000 (the “Permitted Loan Amount”) (or its equivalent in other currencies); (viii) any arrangement in respect of, or the making of, a Permitted Payment or any transaction to facilitate the making of a Permitted Payment, provided that in respect of any loan made by a member of the Group to another member of the Group such member of the Group has complied with its obligations (if any) under Clause 25.33 (Intercompany Debt); (ix) any credit balance held in the ordinary course of its banking arrangements with an Acceptable Bank; (x) any deferred consideration arising in connection with a disposal permitted by the terms of this Agreement, up to a limit of 15 per cent. (if required to be applied in prepayment of the Facilities) or 25 per cent. (if not required to be applied in prepayment of the Facilities) of the relevant disposal consideration, provided that such consideration is not deferred for a period of more than 18 Months; (xi) any loan made by a member of the Target Group in existence on the Closing Date or contractually committed on or before the Closing Date to be made; (xii) any loan to a trust or special purpose entity to fund the acquisition of shares of directors or employees who cease to be employed or appointed by any member of the Group in an aggregate amount outstanding at any time not exceeding €5,000,000 (or its equivalent in other currencies); (xiii) any loan made by a member of the Group to any Holdco in connection with the payment of Taxes which are attributable to the business of the Group; (xiv) any loan made by any member of the Group in order to comply with its obligations under Clause 25.23 (Cash); and (xv) any loans or credit not otherwise permitted by paragraphs (i) to (vi) above in an aggregate amount outstanding at any time not exceeding €50,000,000 (or its equivalent in other currencies).

Loans or credit. (a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company shall ensure that no other member of the Group will) make any loans or grant any credit representing Financial Indebtedness. (b) Paragraph (a) above does not apply to: (i) any loan made or credit granted in the ordinary course of trading and on usual terms; (ii) a loan by a member of the Group to another member of the Group to the extent that loan exists on the Closing Date; (iii) a Joint Venture Investment by a member of the Group, to the extent permitted under Clause 25.8 (Joint Ventures); (iv) a loan by a member of the Group to an employee or director of any member of the Group for any purpose (other than funding or refinancing any (direct or indirect) equity or other investment by such employee or director in the Company or any of its direct or indirect Holding Companies) if the outstanding amount of that loan when aggregated with the amount of all loans to employees and directors by members of the Group and the maximum actual and contingent liabilities under all guarantees or indemnities by members of the Group in respect of liabilities or obligations of employees or directors of members of the Group permitted under paragraph (b)(viii) of Clause 25.14 (No guarantees or indemnities) does not exceed €10,000,000 (or its equivalent in other currencies) plus the aggregate amount of such loans in existence as at the Closing Date outstanding at any time; (v) a loan by an Obligor to an Obligor; (vi) a loan by a member of the Group which is not an Obligor to a member of the Group; (vii) a loan by an Obligor to a member of the Group which is not an Obligor provided that the amount of such loan when aggregated with: (A) the amount of all other loans made pursuant to this paragraph (vii) and outstanding at such time; (B) amounts payable by non-Obligors to Obligors as a result of the disposal of assets in accordance with paragraph (b)(ii)(B) of Clause 25.11 (Disposals) other than in the ordinary course of trading; (C) all guarantees outstanding at such time pursuant to paragraph (b)(iv) of Clause 25.14 (No guarantees or indemnities); and (D) the amount of all share issues by non-Obligors to Obligors referred to in paragraph (b) of Clause 25.15 (Share capital) which have been made since the date of this Agreement (net of all redemptions, repurchases, retirements, returns or repayments of share capital by non-Obligors in favour of Obligors which have been made since the date of this Agreement), does not at any time after the date falling 90 days after the Closing Date exceed the aggregate of €125,000,000 (the “"Permitted Loan Amount”") (or its equivalent in other currencies); (viii) any arrangement in respect of, or the making of, a Permitted Payment or any transaction to facilitate the making of a Permitted Payment, provided that in respect of any loan made by a member of the Group to another member of the Group such member of the Group has complied with its obligations (if any) under Clause 25.33 (Intercompany Debt); (ix) any credit balance held in the ordinary course of its banking arrangements with an Acceptable Bank; (x) any deferred consideration arising in connection with a disposal permitted by the terms of this Agreement, up to a limit of 15 per cent. (if required to be applied in prepayment of the Facilities) or 25 per cent. (if not required to be applied in prepayment of the Facilities) of the relevant disposal consideration, provided that such consideration is not deferred for a period of more than 18 Months; (xi) any loan made by a member of the Target Group in existence on the Closing Date or contractually committed on or before the Closing Date to be made; (xii) any loan to a trust or special purpose entity to fund the acquisition of shares of directors or employees who cease to be employed or appointed by any member of the Group in an aggregate amount outstanding at any time not exceeding €5,000,000 (or its equivalent in other currencies); (xiii) any loan made by a member of the Group to any Holdco in connection with the payment of Taxes which are attributable to the business of the Group; (xiv) any loan made by any member of the Group in order to comply with its obligations under Clause 25.23 (Cash); and (xv) any loans or credit not otherwise permitted by paragraphs (i) to (vi) above in an aggregate amount outstanding at any time not exceeding €50,000,000 (or its equivalent in other currencies).

Loans or credit. (a) Except as permitted under paragraph (b) below, no Obligor shall (and the Company Borrower shall ensure that no other member of the Group will) make any loans or grant any credit representing Financial Indebtedness. (b) Paragraph (a) above does not apply to: (i) any loan made or credit granted in the ordinary course of trading and on usual terms; (ii) a loan by a member of the Group to another member of the Group to the extent that loan exists on the Closing Date; (iii) a Joint Venture Investment by a member of the Group, to the extent permitted under Clause 25.8 20.9 (Joint Ventures); (iv) a loan by a member of the Group to an employee or director of any member of the Group for any purpose (other than funding or refinancing any (direct or indirect) equity or other investment by such employee or director in the Company Borrower or any of its direct or indirect Holding Companies) if the outstanding amount of that loan when aggregated with the amount of all loans to employees and directors by members of the Group and the maximum actual and contingent liabilities under all guarantees or indemnities by members of the Group in respect of liabilities or obligations of employees or directors of members of the Group permitted under paragraph (b)(viii) of Clause 25.14 20.14 (No guarantees or indemnities) does not exceed €10,000,000 (or its equivalent in other currencies) plus the aggregate amount of such loans in existence as at the Closing Date outstanding at any time; (v) a loan by an a Senior Obligor to an a Senior Obligor; (vi) a loan by a member of the Group which is not an a Senior Obligor to a member of the Group; (vii) a loan by an a Senior Obligor to a member of the Group which is not an a Senior Obligor provided that the amount of such loan when aggregated with: (A) the amount of all other loans made pursuant to this paragraph (vii) and outstanding at such time; (B) amounts payable by non-Senior Obligors to Senior Obligors as a result of the disposal of assets in accordance with paragraph (b)(ii)(B) of Clause 25.11 20.11 (Disposals) other than in the ordinary course of trading; (C) all guarantees outstanding at such time pursuant to paragraph (b)(iv) of Clause 25.14 20.14 (No guarantees or indemnities); and (D) the amount of all share issues by non-Senior Obligors to Senior Obligors referred to in paragraph (b) of Clause 25.15 20.15 (Share capital) which have been made since the date of this Agreement (net of all redemptions, repurchases, retirements, returns or repayments of share capital by non-Senior Obligors in favour of Senior Obligors which have been made since the date of this Agreement), does not at any time after the date falling 90 days after the Closing Date exceed the aggregate of €125,000,000 (the “Permitted Loan Amount”) (or its equivalent in other currencies); (viii) any arrangement in respect of, or the making of, a Permitted Payment or any transaction to facilitate the making of a Permitted Payment, provided that in respect of any loan made by a member of the Group to another member of the Group such member of the Group has complied with its obligations (if any) under Clause 25.33 20.32 (Intercompany Debt); (ix) any credit balance held in the ordinary course of its banking arrangements with an Acceptable Bank; (x) any deferred consideration arising in connection with a disposal permitted by the terms of this Agreement, up to a limit of 15 per cent. (if required to be applied in prepayment of the Senior Facilities) or 25 per cent. (if not required to be applied in prepayment of the Senior Facilities) of the relevant disposal consideration, provided that such consideration is not deferred for a period of more than 18 Months; (xi) any loan made by a member of the Target Group in existence on the Closing Date or contractually committed on or before the Closing Date to be made; (xii) any loan to a trust or special purpose entity to fund the acquisition of shares of directors or employees who cease to be employed or appointed by any member of the Group in an aggregate amount outstanding at any time not exceeding €5,000,000 (or its equivalent in other currencies); (xiii) any loan made by a member of the Group to any Holdco in connection with the payment of Taxes which are attributable to the business of the Group; (xiv) any loan made by any member of the Group in order to comply with its obligations under Clause 25.23 20.23 (Cash); and (xv) any loans or credit not otherwise permitted by paragraphs (i) to (vixii) above in an aggregate amount outstanding at any time not exceeding €50,000,000 (or its equivalent in other currencies). (c) The Borrower will not (on or before the Phase One Debt Pushdown Date or, if applicable, the Phase Two Debt Pushdown Date), and (at any time) will not permit any Guarantor to, directly or indirectly, incur any Financial Indebtedness (other than Permitted Subordinated Indebtedness) that is subordinate in right of payment to any Financial Indebtedness of the Borrower or any Guarantor, as the case may be, unless such Financial Indebtedness is either (a) equal in right of payment with the Bridge Debt or such Guarantor’s Guarantee, as the case may be, or (b) subordinate in right of payment to the Bridge Debt or such Guarantor’s Guarantee, as the case may be.

Loans or credit. (a) Except as permitted under paragraph (b) below, no Obligor the Company shall not (and the Company shall ensure that no other member of the Group will) make any loans or grant any credit representing Financial Indebtedness. (b) Paragraph (a) above does not apply to: (i) any loan made or credit granted in the ordinary course of trading and on usual terms; (ii) a loan by a member of the Group to another member of the Group to the extent that loan exists on the Closing Date; (iii) a Joint Venture Investment by a member of the Group, to the extent permitted under Clause 25.8 20.8 (Joint Ventures); (iv) a loan by a member of the Group to an employee or director of any member of the Group for any purpose (other than funding or refinancing any (direct or indirect) equity or other investment by such employee or director in the Company or any of its direct or indirect Holding Companies) if the outstanding amount of that loan when aggregated with the amount of all loans to employees and directors by members of the Group and the maximum actual and contingent liabilities under all guarantees or indemnities by members of the Group in respect of liabilities or obligations of employees or directors of members of the Group permitted under paragraph (b)(viii) of Clause 25.14 20.13 (No guarantees or indemnities) does not exceed €10,000,000 (or its equivalent in other currencies) plus the aggregate amount of such loans in existence as at the Closing Date outstanding at any time; (v) a loan by an Obligor a member of the Group to an Obligorany other such member that is not the Company; (vi) a loan by a member of the Group which is not an Obligor the Company to a member of the GroupCompany, provided that such loan is subordinated to the PIK Loans on customary terms; (vii) a loan by an Obligor the Company to a another member of the Group which is not an Obligor provided that the amount of such loan when aggregated with: (A) the amount of all other loans made pursuant to this paragraph (vii) and outstanding at such time; (B) amounts payable by non-Obligors to Obligors as a result of the disposal of assets in accordance with paragraph (b)(ii)(B) of Clause 25.11 (Disposals) other than in the ordinary course of trading; (C) all guarantees outstanding at such time pursuant to paragraph (b)(iv) of Clause 25.14 (No guarantees or indemnities); and (D) the amount of all share issues by non-Obligors to Obligors referred to in paragraph (b) of Clause 25.15 (Share capital) which have been made since the date of this Agreement (net of all redemptions, repurchases, retirements, returns or repayments of share capital by non-Obligors in favour of Obligors which have been made since the date of this Agreement), does not at any time after the date falling 90 days after the Closing Date exceed the aggregate of €125,000,000 (the “Permitted Loan Amount”) (or its equivalent in other currencies)Group; (viii) any arrangement in respect of, or the making of, a Permitted Payment or any transaction to facilitate the making of a Permitted Payment, provided that in respect of any loan made Payment by a member of the Group to another member of the Group such member of the Group has complied with its obligations (if any) under Clause 25.33 (Intercompany Debt)Group; (ix) any credit balance held in the ordinary course of its banking arrangements with an Acceptable Bank; (x) any deferred consideration arising in connection with a disposal permitted by the terms of this Agreement, up to a limit of 15 per cent. (if required to be applied in prepayment of the Senior Facilities) or 25 per cent. (if not required to be applied in prepayment of the Senior Facilities) of the relevant disposal consideration, provided that such consideration is not deferred for a period of more than 18 Months; (xi) any loan made by a member of the Target Group in existence on the Closing Date or contractually committed on or before the Closing Date to be made; (xii) any loan to a trust or special purpose entity to fund the acquisition of shares of directors or employees who cease to be employed or appointed by any member of the Group in an aggregate amount outstanding at any time not exceeding €5,000,000 (or its equivalent in other currencies); (xiii) any loan made by a member of the Group to any Holdco in connection with the payment of Taxes which are attributable to the business of the Group; (xiv) any loan made by any member of the Group in order to comply with its obligations under Clause 25.23 20.23 (Cash); and (xv) any loans or credit not otherwise permitted by paragraphs (i) to (vixii) above in an aggregate amount outstanding at any time not exceeding €50,000,000 (or its equivalent in other currencies).

Loans or credit. (a) Except as permitted under paragraph (b) below, no No Obligor shall (and the Company each Unit Parent shall ensure that no other member of the Group its Unit will) make be a creditor in respect of any loans or grant any credit representing Financial Indebtedness. (b) Paragraph (a) above does not apply to: (i) any loan made or trade credit granted extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of its trading and on usual termsactivities; (ii) a loan made by an Obligor to another Obligor; (iii) a loan made by a member of the Group which is not an Obligor to an Obligor (provided that it is subordinated in accordance with clause 31.13 (Subordination of inter-group loans)); or (iv) a loan made by a member of the Group which is not an Obligor to another member of the Group to the extent that loan exists on the Closing Datewhich is not an Obligor; (iiiv) a Joint Venture Investment by a member of the Group, to the extent permitted loans made under Clause 25.8 (Joint Ventures)an Intra-Group Loan Agreement; (ivvi) a loan made in the ordinary course of business by a member of the Group to an employee or director of any a member of the Group for any purpose (other than funding or refinancing any (direct or indirect) equity or other investment by such employee or director in the Company or any of its direct or indirect Holding Companies) if the outstanding amount of that loan loan, when aggregated with the amount of all loans to employees and directors by members of member of the Group and the maximum actual and contingent liabilities under amount of all guarantees or indemnities by members of the Group referred to in respect of liabilities or obligations of employees or directors of members of the Group permitted under paragraph clause 31.16(b)(v) (b)(viii) of Clause 25.14 (No guarantees or indemnitiesFinancial Indebtedness) does not exceed €10,000,000 (or its equivalent in other currencies) plus the aggregate amount of such loans in existence as at the Closing Date outstanding at any time; (v) a loan by an Obligor to an Obligor; (vi) a loan by a member of the Group which is not an Obligor to a member of the GroupU.S.$500,000; (vii) a loan by an Obligor to a member of the Group which is not an Obligor provided that the amount of such loan when aggregated with: (A) the amount of all other loans made pursuant to this paragraph (vii) and outstanding at such time; (B) amounts payable by non-Obligors to Obligors as a result of the disposal of assets in accordance with paragraph (b)(ii)(B) of Clause 25.11 (Disposals) other than in the ordinary course of trading; (C) all guarantees outstanding at such time pursuant to paragraph (b)(iv) of Clause 25.14 (No guarantees or indemnities); and (D) the amount of all share issues by non-Obligors to Obligors referred to in paragraph (b) of Clause 25.15 (Share capital) which have been made since the date of this Agreement (net of all redemptions, repurchases, retirements, returns or repayments of share capital by non-Obligors in favour of Obligors which have been made since the date of this Agreement), does not at any time after the date falling 90 days after the Closing Date exceed the aggregate of €125,000,000 (the “Permitted Loan Amount”) (or its equivalent in other currencies)Joint Venture Transaction; (viii) any arrangement loan listed in respect of, or schedule 15 (Existing Loans granted by members of the making of, a Permitted Payment or any transaction to facilitate the making of a Permitted Payment, Group) provided that any such loan will only be permitted under this paragraph (viii) up to the principal amount specified for that loan in respect that Schedule (and provided that this does not limit the ability of any loan made by a member Obligor(s) to increase the amount of such loan(s), to the Group to another member of the Group such member of the Group has complied with its obligations extent permitted under paragraph (if anyix) under Clause 25.33 (Intercompany Debtbelow);; and (ix) any credit balance held in the ordinary course of its banking arrangements with an Acceptable Bank; (x) any deferred consideration arising in connection with a disposal permitted by the terms of this Agreement, up to a limit of 15 per cent. (if required to be applied in prepayment of the Facilities) or 25 per cent. (if loan not required to be applied in prepayment of the Facilities) of the relevant disposal consideration, provided that such consideration is not deferred for a period of more than 18 Months; (xi) any loan made by a member of the Target Group in existence on the Closing Date or contractually committed on or before the Closing Date to be made; (xii) any loan to a trust or special purpose entity to fund the acquisition of shares of directors or employees who cease to be employed or appointed by any member of the Group in an aggregate amount outstanding at any time not exceeding €5,000,000 (or its equivalent in other currencies); (xiii) any loan made by a member of the Group to any Holdco in connection with the payment of Taxes which are attributable to the business of the Group; (xiv) any loan made by any member of the Group in order to comply with its obligations under Clause 25.23 (Cash); and (xv) any loans or credit not otherwise permitted by falling within paragraphs (i) to (viviii) above in an the aggregate principal amount outstanding of which at any time not exceeding €50,000,000 does not, when aggregated with the aggregate principal amount of the Financial Indebtedness under any such loans and the aggregate liability (whether actual or contingent) of any guarantees at that time which are permitted under clause 31.15(b)(vii) (Guarantees), exceed U.S.$10,000,000 (or its equivalent in other another currency or currencies).

Loans or credit. (a) Except as permitted under paragraph (b) below, no Obligor the Company shall not (and the Company shall ensure that no other member of the Group will) make any loans or grant any credit representing Financial Indebtedness. (b) Paragraph (a) above does not apply to: (i) any loan made or credit granted in the ordinary course of trading and on usual terms; (ii) a loan by a member of the Group to another member of the Group to the extent that loan exists on the Closing Date; (iii) a Joint Venture Investment by a member of the Group, to the extent permitted under Clause 25.8 20.8 (Joint Ventures); (iv) a loan by a member of the Group to an employee or director of any member of the Group for any purpose (other than funding or refinancing any (direct or indirect) equity or other investment by such employee or director in the Company or any of its direct or indirect Holding Companies) if the outstanding amount of that loan when aggregated with the amount of all loans to employees and directors by members of the Group and the maximum actual and contingent liabilities under all guarantees or indemnities by members of the Group in respect of liabilities or obligations of employees or directors of members of the Group permitted under paragraph (b)(viii) of Clause 25.14 20.13 (No guarantees or indemnities) does not exceed €10,000,000 (or its equivalent in other currencies) plus the aggregate amount of such loans in existence as at the Closing Date outstanding at any time; (v) a loan by an Obligor a member of the Group to an Obligorany other such member that is not the Company; (vi) a loan by a member of the Group which is not an Obligor the Company to a member of the GroupCompany, provided that such loan is subordinated to the PIK Loans on customary terms; (vii) a loan by an Obligor the Company to a another member of the Group which is not an Obligor provided that the amount of such loan when aggregated with: (A) the amount of all other loans made pursuant to this paragraph (vii) and outstanding at such time; (B) amounts payable by non-Obligors to Obligors as a result of the disposal of assets in accordance with paragraph (b)(ii)(B) of Clause 25.11 (Disposals) other than in the ordinary course of trading; (C) all guarantees outstanding at such time pursuant to paragraph (b)(iv) of Clause 25.14 (No guarantees or indemnities); and (D) the amount of all share issues by non-Obligors to Obligors referred to in paragraph (b) of Clause 25.15 (Share capital) which have been made since the date of this Agreement (net of all redemptions, repurchases, retirements, returns or repayments of share capital by non-Obligors in favour of Obligors which have been made since the date of this Agreement), does not at any time after the date falling 90 days after the Closing Date exceed the aggregate of €125,000,000 (the “Permitted Loan Amount”) (or its equivalent in other currencies)Group; (viii) any arrangement in respect of, or the making of, a Permitted Payment Payment, or any transaction to facilitate the making of a Permitted Payment, provided that in respect of any loan made Payment by a member of the Group to another member of the Group such member of the Group has complied with its obligations (if any) under Clause 25.33 (Intercompany Debt)Group; (ix) any credit balance held in the ordinary course of its banking arrangements with an Acceptable Bank; (x) any deferred consideration arising in connection with a disposal permitted by the terms of this Agreement, up to a limit of 15 per cent. (if required to be applied in prepayment of the Senior Facilities) or 25 per cent. (if not required to be applied in prepayment of the Senior Facilities) of the relevant disposal consideration, provided that such consideration is not deferred for a period of more than 18 Months; (xi) any loan made by a member of the Target Group in existence on the Closing Date or contractually committed on or before the Closing Date to be made; (xii) any loan to a trust or special purpose entity to fund the acquisition of shares of directors or employees who cease to be employed or appointed by any member of the Group in an aggregate amount outstanding at any time not exceeding €5,000,000 (or its equivalent in other currencies); (xiii) any loan made by a member of the Group to any Holdco in connection with the payment of Taxes which are attributable to the business of the Group; (xiv) any loan made by any member of the Group in order to comply with its obligations under Clause 25.23 20.23 (Cash); and (xv) any loans or credit not otherwise permitted by paragraphs (i) to (vixii) above in an aggregate amount outstanding at any time not exceeding €50,000,000 (or its equivalent in other currencies).