Loans out. (a) Except as provided below, no member of the Group may be the creditor in respect of any Financial Indebtedness.
(b) Paragraph (a) does not apply to:
(i) trade credit extended by any member of the Group on normal commercial terms and in the ordinary course of its trading activities;
(ii) loans made by members of the Group to other members of the Group which are Obligors;
(iii) loans made by one member of the Group to another member of the Group identified in the Structure Memorandum and other intra-Group loans made after 29th December, 2001 and prior to Closing;
(iv) subject to the terms of the Priority Deed loans made pursuant to the Intra-Group Funding Agreement; or
(v) loans to Enodis plc which constitute the making of Permitted Distributions or Permitted Additional Dividends;
(vi) the Nobia AB vendor loan facility in the amount of L20,000,000 relating to the disposal by Enodis plc of Magnet Limited and various other of its Subsidiaries;
(vii) loans made as non-Cash Consideration pursuant to a disposal permitted under Clause 23.6 (Disposals);
(viii) loans made by members of the Group to other members of the Group which are not Obligors subject (where the lenders are Obligors) to a maximum aggregate principal amount at any time outstanding of L5,000,000; or
(ix) loans made by any member of the Group in the ordinary course of business, including, without limitation, to its employees, customers and suppliers, subject to a maximum aggregate principal amount outstanding at any time of L3,000,000.
(c) The Company shall procure that within one month of Closing there is delivered to the Facility Agent in form and substance satisfactory to it a schedule of all loans in respect of which any member of the Group was a creditor which were outstanding at Closing which evidences that the amounts referred to in paragraphs (b)(viii) and (ix) above were not exceeded at Closing in respect of such loans and to the extent that either or both of these amounts were exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in either or both of the amounts referred to in those paragraphs acceptable to the Finance Parties might be agreed.
Loans out. (a) Except as provided below, the Borrower shall not (and shall ensure that no other Group Member will) be the creditor in respect of any Financial Indebtedness.
(b) Paragraph (a) does not apply to:
(i) trade credit extended by Group member on normal commercial terms and in the ordinary course of its trading activities; or
(ii) any deposit placed with a bank or financial institution in accordance with the provisions of the Finance Documents.
Loans out. The Issuer shall not, and shall procure that no other Group Company will, extend any loans in any form to any other party, save for:
Loans out. The Borrower shall not be a creditor in respect of any Financial Indebtedness. This restriction does not apply to:
20.12.1. Financial Indebtedness owed to the Borrower under a Shareholder Loan;
20.12.2. loans made with the express prior consent of the Lender.
Loans out. The Issuer and US HoldCo shall not, and shall procure that none of their Subsidiaries will, extend any loans in any form to any party other than (i) in the ordinary course of business, (ii) to a Group Company, and (iii) any other loans in an aggregate amount outstanding not exceeding EUR 1,000,000.
Loans out. (a) Except as provided in paragraph (b) below, the Borrower may not extend loans or be a creditor in respect of any Financial Indebtedness.
(b) Paragraph (a) does not apply to any loan or trade credit:
(i) from a member of the Group (including the Borrower) to another member of the Group (other than the Borrower);
(ii) extended on arm’s length terms and in the ordinary course of business of the relevant member of the Group; or
(iii) other than under (i) or (ii), provided that the aggregate amount thereof does not exceed €50,000,000 (or its equivalent in any other currency) at any time.
Loans out. (a) Except as provided below, no member of the Group may be the creditor in respect of any Financial Indebtedness.
(b) Paragraph (a) does not apply to:
(i) trade credit extended by any member of the Group to its customers or suppliers on normal commercial terms and in the ordinary course of its trading activities (including where any such trade credit is extended into a term loan or note under any law or court order on the insolvency of any trade debtor and not as a result of an election or agreement by any member of the Group);
(ii) loans outstanding prior to the Closing Date as amended and/or refinanced from time to time provided that the aggregate principal amount outstanding of all such loans does not increase from the amount outstanding at the Closing Date;
(iii) loans made by one member of the Group to another member of the Group provided that if the lender is an Obligor, (A) the borrower must also be an Obligor, or (B) the borrower must be a Group member whose shares have been pledged to the Security Agent pursuant to the Transaction Security and the aggregate amount outstanding at any time of such loans does not exceed €100,000,000, or (C) the loan must be made via a Group treasury vehicle being an Obligor incorporated in the Netherlands or Ireland and who has entered into an assignment of its loan receivables to the Security Agent pursuant to the Transaction Security and the aggregate amount outstanding at any time of such loans does not exceed €250,000,000, or (D) the borrower must have given security for such loan to an Obligor who has entered into an assignment of its loan receivable to the Security Agent pursuant to the Transaction Security and (x) the aggregate amount outstanding at any time of such loans does not exceed €250,000,000 in which case consent of the Facility Agent is not required or (y) unless the Facility Agent, acting reasonably, agrees that it would be impractical for the borrower to give security directly to the Security Agent in respect of such loans and when the Facility Agent so agrees the basket in (x) it will not be depleted by the relevant amount.
(iv) loans made by one member of the Group to another member of the Group (not being the Parent or Smurfit Kappa Funding) identified in the Structure Memorandum or the Funds Flow Memorandum including in respect of the Debt Pushdown;
(v) loans from the Company to the Parent and/or Smurfit Kappa Funding to enable the Parent and/or Smurfit Kappa Funding and/or its Holding Compani...
Loans out. No Obligor (other than Holdco) shall (and the Obligors shall ensure that no other member of the Group will) be a creditor in respect of any Financial Indebtedness. This restriction does not apply to the following items (each a Permitted Loan):
25.11.1 a loan by a member of the Group to an Affiliate in which it holds an interest at the Signature Date, provided:
(a) the aggregate amount of such loans (when taken together, at any applicable time, with the value of all acquisitions permitted pursuant to Clause 25.9.2 (Acquisitions)) does not exceed R200,000,000 (or its equivalent in any other currency) at any time; and
(b) the relevant member of the Group has executed a security document over the member of the Group's claims arising from such loans, in form and substance satisfactory to the Facility Agent, creating first-ranking Security over those claims in respect thereof in favour of the Finance Parties;
25.11.2 trade credit extended by a member of the Group to its customers on normal commercial terms and in the ordinary course of its trading activities and which has a credit term of not more than 90 days;
25.11.3 loans provided by:
(a) one Obligor to another Obligor;
(b) a member of the Group which is not an Obligor to another member of the Group which is not an Obligor;
25.11.4 any loans referred to in paragraph Error! Reference source not found. of Schedule 11 (Disclosure Schedule) as at the Signature Date;
25.11.5 loans to:
(a) Zazoo Limited to fund operating costs not exceeding R10,000,000 (or the equivalent in any other currency) in aggregate at any time; and
(b) Smart Life not exceeding R10,000,000 in aggregate at any time;
25.11.6 loans to employees of the Group not exceeding R220,000 in aggregate at any time;
25.11.7 loans made by Moneyline Financial Services Proprietary Limited (registration number 1998/020799/07) to its customers in the ordinary course of its business;
25.11.8 loans which exist on the Signature Date and were disclosed to the Facility Agent in writing before that date, provided that the aggregate amount of those loans may not be increased after the Signature Date; or
25.11.9 loans or credit expressly permitted in writing by the Facility Agent.
Loans out. (a) Except as provided in paragraph (b) below, no member of the Group may be the creditor in respect of any Financial Indebtedness or of any trade credit extended to any of its customers.
(b) Paragraph (a) does not apply to:
(i) trade credit extended by any member of the Group to its customers on normal commercial terms and in the ordinary course of its trading activities;
(ii) any loans made by a member of the Group to another member of the Group provided that prior to the end of the Clean-Up Period (as defined in Clause 4.1 (Defined terms)) no member of the Merck Group may grant any loans to a member of the Target Group;
(iii) Financial Indebtedness not otherwise allowed under the preceding subparagraphs the amount of which (when taken together with the aggregate actual or contingent liability under any guarantees permitted under Clause 23.15(g) (Third party guarantees)) does not exceed €100,000,000.
Loans out. No Obligor will, and each Obligor will procure that none of its Subsidiaries will, be the creditor in respect of any Borrowings, save for:
(a) any Borrowings under paragraph (e) of the definition of "BORROWINGS" in Clause 1.1 where trade credit is extended by any member of the Group on normal commercial arm's length terms and in the ordinary course of its business; or
