Common use of Loans out Clause in Contracts

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 Companies to pay capital duty in accordance with the Funds Flow Memorandum; (vi) loans made by Smurfit Kappa Funding to the Company under the Smurfit Kappa Funding Loan Agreements, including any refinancing thereof; (vii) loans to SPV Ireland or SPV Offshore in respect of the sale of SPV Assets or other loans (in an aggregate amount not exceeding €10,000,000) to a member of the SPV Group; (viii) loans to directors, officers, managers and consultants employed by members of the Group and to employees of members of the Group (A) pursuant to any employee or management incentive or stock option plan referred to in Subclause 23.15 (Share capital) in an aggregate amount (when aggregated with any guarantees under Subclause 23.12(c)(x) (Third party guarantees)) not exceeding €15,000,000 (and loans by the Company to the Parent and/or Smurfit Kappa Funding to fund such loans if made by the Parent and/or Smurfit Kappa Funding); and (B) otherwise in an aggregate amount not exceeding €2,000,000 or its equivalent, in each case outstanding at any time; (ix) loans between members of the Group and between members of the Target Group outstanding on the Closing Date; (x) (if the loan is permitted by the Priority Agreement) loans to Smurfit Kappa Funding in an aggregate amount in any twelve month period not exceeding (when aggregated with the amount of any dividends paid by the Company to Smurfit Kappa Funding and any interest or other amount paid in cash by the Company to Smurfit Kappa Funding under the Smurfit Kappa Funding Loan Agreements in that twelve month period and any management or advisory fee or any other amount paid by the Company or any of its Subsidiaries to Smurfit Kappa Funding or the Parent in that twelve month period) the amount of the Securities Permitted Payments and/or Securities Repayments (plus the amount of such other management or advisory fees and other fees and expenses of the Parent or Smurfit Kappa Funding agreed to by the Facility Agent) for such period, to enable Smurfit Kappa Funding to make Securities Permitted Payments and/or Securities Repayments and/or to enable the Parent or Smurfit Kappa Funding to pay such agreed upfront fees and expenses and to pay agreed management fees and other reasonable expenses of Parent and Smurfit Kappa Funding in an amount agreed to by the Facility Agent, in each case where such loans are subject to the terms of the Priority Agreement; (xi) Financial Indebtedness (not being amounts lent to Smurfit Kappa Funding or the Parent) not otherwise allowed under this Subclause not exceeding €10,000,000 or its equivalent at any time outstanding; (xii) loans to Joint Ventures to the extent permitted by Subclause 23.27 (Joint Ventures); (xiii) loans which are made as part of Cash Pooling Facilities; (xiv) loans on arm’s length terms in respect of outstanding purchase price made to purchasers in connection with disposals of assets or business permitted under Subclause 23.6 (Disposals) to the extent that such outstanding purchase price is otherwise permitted under this Agreement and where the aggregate of all such loans outstanding at any time does not exceed €75,000,000 (or its equivalent); (xv) loans or other Financial Indebtedness made or outstanding pursuant to or in connection with any Permitted Receivables Securitisation; (xvi) the transactions and other matters described in the definition of Approved IPO and in the IPO Structure Paper; and (xvii) loans made to other members of the Group and to Holding Companies of the Group to the extent the payment of dividends or other payments are contemplated under Clause 23.16(a) (Dividends) (without double-counting).

Loans out. (a) Except as provided in paragraph (b) below, no member of the a Borrower Group may be the creditor in respect of any Financial IndebtednessIndebtedness 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 a Borrower 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)activities; (ii) loans outstanding prior made to any entity which constitute progress payments in connection with the Closing Date as amended and/or refinanced from time to time development of real estate, provided that (A) the U.S. Borrower is either a shareholder in the relevant entity or receives collateral securing such loan and (B) the maximum aggregate principal amount which may be outstanding at any time in respect of all such loans does not increase from the amount outstanding at the Closing Dateexceed USD 50,000,000 (or its equivalent in other currencies); (iii) loans made Financial Indebtedness provided by one member a Subsidiary of a Borrower to that Borrower and which is otherwise permitted under this Agreement; (iv) (to the Group extent not otherwise prohibited under this Agreement) any Financial Indebtedness provided by a Borrower to another member of the Group provided that for working capital or general corporate purposes if the lender no Default 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 the 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 amountFinancial Indebtedness is incurred. (ivc) loans Any loan 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 Companies to pay capital duty in accordance with the Funds Flow Memorandum; (vi) loans made by Smurfit Kappa Funding to the Company under the Smurfit Kappa Funding Loan Agreements, including any refinancing thereof; (vii) loans to SPV Ireland or SPV Offshore in respect of the sale of SPV Assets or other loans (in an aggregate amount not exceeding €10,000,000) to a member of the SPV Group; (viii) loans to directors, officers, managers and consultants employed by members of the Group and to employees of members of the Group (A) pursuant to any employee or management incentive or stock option plan referred to in Subclause 23.15 (Share capital) in an aggregate amount (when aggregated with any guarantees under Subclause 23.12(c)(x) (Third party guarantees)) not exceeding €15,000,000 (and loans by the Company to the Parent and/or Smurfit Kappa Funding to fund such loans if made by the Parent and/or Smurfit Kappa Funding); and (B) otherwise in an aggregate amount not exceeding €2,000,000 or its equivalent, in each case outstanding at any time; (ix) loans between members of the Group must be on terms that: (i) where the creditor in respect of that loan is the Dutch Borrower and between members the loan is made from the proceeds of a Loan drawn under this Agreement, the making of the Target Loan to the other member of the Group outstanding on by the Closing DateDutch Borrower is within the corporate interests of the Dutch Borrower; (xii) the creditor of such Financial Indebtedness (if it is the U.S. Borrower) shall grant security over its rights in respect of such Financial Indebtedness in favour of the Lenders on terms acceptable to the Facility Agent (acting on the instructions of the Majority Lenders) and in accordance with Subclause 23.18 (Security Documents); (iii) (if the loan debtor is permitted by the Priority Agreement) loans to Smurfit Kappa Funding in an aggregate amount in any twelve month period not exceeding (when aggregated with the amount a member of any dividends paid by the Company to Smurfit Kappa Funding and any interest or other amount paid in cash by the Company to Smurfit Kappa Funding under the Smurfit Kappa Funding Loan Agreements in that twelve month period and any management or advisory fee or any other amount paid by the Company or any of its Subsidiaries to Smurfit Kappa Funding or the Parent in that twelve month perioda Borrower Group) the amount of creditor and the Securities Permitted Payments and/or Securities Repayments (plus the amount debtor of such other management or advisory fees and other fees and expenses of the Parent or Smurfit Kappa Funding agreed to by the Facility Agent) for such period, to enable Smurfit Kappa Funding to make Securities Permitted Payments and/or Securities Repayments and/or to enable the Parent or Smurfit Kappa Funding to pay such agreed upfront fees and expenses and to pay agreed management fees and other reasonable expenses of Parent and Smurfit Kappa Funding in an amount agreed to by the Facility Agent, in each case where such loans are subject to the terms of the Priority Agreement; (xi) Financial Indebtedness (not being amounts lent shall each be party to Smurfit Kappa Funding or the Parent) not otherwise allowed under this Subclause not exceeding €10,000,000 or its equivalent at any time outstanding; (xii) loans to Joint Ventures to the extent permitted by Subclause 23.27 (Joint Venturesa Subordination Agreement as Intercompany Creditor and Intercompany Debtor respectively); (xiii) loans which are made as part of Cash Pooling Facilities; (xiv) loans on arm’s length terms in respect of outstanding purchase price made to purchasers in connection with disposals of assets or business permitted under Subclause 23.6 (Disposals) to the extent that such outstanding purchase price is otherwise permitted under this Agreement and where the aggregate of all such loans outstanding at any time does not exceed €75,000,000 (or its equivalent); (xv) loans or other Financial Indebtedness made or outstanding pursuant to or in connection with any Permitted Receivables Securitisation; (xvi) the transactions and other matters described in the definition of Approved IPO and in the IPO Structure Paper; and (xviiiv) loans made the creditor in respect of any such loan may not take any action to cause that loan (or any related interest, fees or other members amounts) to become due or to be paid: (A) in breach of the terms of a Subordination Agreement; or (B) if not already prohibited by paragraph (A), unless the other member of the Group and has sufficient readily available cash to Holding Companies of pay the Group to the extent the payment of dividends sum which is due or other payments are contemplated under Clause 23.16(a) (Dividends) (without double-counting)demanded.

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 JSG 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 JSG Funding to enable the Parent and/or Smurfit Kappa JSG Funding and/or its Holding Companies to pay capital duty in accordance with the Funds Flow Memorandum; (vi) loans made by Smurfit Kappa JSG Funding to the Company under the Smurfit Kappa JSG Funding Loan Agreements, including any refinancing thereof; (vii) loans to SPV Ireland or SPV Offshore in respect of the sale of SPV Assets or other loans (in an aggregate amount not exceeding €10,000,000) to a member of the SPV Group; (viii) loans to directors, officers, managers and consultants employed by members of the Group and to employees of members of the Group (A) pursuant to any employee or management incentive or stock option plan referred to in Subclause 23.15 23.15(b)(vi) (Share capital) in an aggregate amount (when aggregated with any guarantees under Subclause 23.12(c)(x) (Third party guarantees)) not exceeding €15,000,000 (and loans by the Company to the Parent and/or Smurfit Kappa JSG Funding to fund such loans if made by the Parent and/or Smurfit Kappa JSG Funding); and (B) otherwise in an aggregate amount not exceeding €2,000,000 or its equivalent, in each case outstanding at any time; (ix) loans between members of the Group and between members of the Target Group outstanding on the Closing Date; (x) (if the loan is permitted by the Priority Agreement) loans by the Company to Smurfit Kappa JSG Funding in an aggregate amount in any twelve month period not exceeding (when aggregated with the amount of any dividends paid by the Company to Smurfit Kappa JSG Funding and any interest or other amount paid in cash by the Company to Smurfit Kappa JSG Funding under the Smurfit Kappa JSG Funding Loan Agreements in that twelve month period and any management or advisory fee or any other amount paid by the Company or any of its Subsidiaries to Smurfit Kappa JSG Funding or the Parent in that twelve month period) the amount of the Securities Permitted Payments and/or Securities Repayments (plus the amount of such other management or advisory fees and other fees and expenses of the Parent or Smurfit Kappa JSG Funding agreed to by the Facility Agent) for such period, to enable Smurfit Kappa JSG Funding to make Securities Permitted Payments and/or Securities Repayments and/or to enable the Parent or Smurfit Kappa JSG Funding to pay such agreed upfront fees and expenses and to pay agreed management fees and other reasonable expenses of Parent and Smurfit Kappa JSG Funding in an amount agreed to by the Facility Agent, in each case where such loans are subject to the terms of the Priority Agreement; (xi) Financial Indebtedness (not being amounts lent to Smurfit Kappa JSG Funding or the Parent) not otherwise allowed under this Subclause not exceeding €10,000,000 or its equivalent at any time outstanding; (xii) loans to Joint Ventures to the extent permitted by Subclause 23.27 (Joint Ventures); (xiii) loans which are made as part of Cash Pooling Facilities; (xiv) loans on arm’s length terms in respect of outstanding purchase price made to purchasers in connection with disposals of assets or business permitted under Subclause 23.6 (Disposals) to the extent that such outstanding purchase price is otherwise permitted under this Agreement and where the aggregate of all such loans outstanding at any time does not exceed €75,000,000 (or its equivalent);; and (xv) loans or other Financial Indebtedness made or outstanding pursuant to or in connection with any Permitted Receivables Securitisation; (xvi) the transactions and other matters described in the definition of Approved IPO and in the IPO Structure Paper; and (xvii) loans made to other members of the Group and to Holding Companies of the Group to the extent the payment of dividends or other payments are contemplated under Clause 23.16(a) (Dividends) (without double-counting).

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 Companies to pay capital duty in accordance with the Funds Flow Memorandum; (vi) loans made by Smurfit Kappa Funding to the Company under the Smurfit Kappa Funding Loan Agreements, including any refinancing thereof; (vii) loans to SPV Ireland or SPV Offshore in respect of the sale of SPV Assets or other loans (in an aggregate amount not exceeding €10,000,000) to a member of the SPV Group; (viii) loans to directors, officers, managers and consultants employed by members of the Group and to employees of members of the Group (A) pursuant to any employee or management incentive or stock option plan referred to in Subclause 23.15 Error! Reference source not found. (Share capital) in an aggregate amount (when aggregated with any guarantees under Subclause 23.12(c)(x) (Third party guarantees)) not exceeding €15,000,000 (and loans by the Company to the Parent and/or Smurfit Kappa Funding to fund such loans if made by the Parent and/or Smurfit Kappa Funding); and (B) otherwise in an aggregate amount not exceeding €2,000,000 or its equivalent, in each case outstanding at any time; (ix) loans between members of the Group and between members of the Target Group outstanding on the Closing Date; (x) (if the loan is permitted by the Priority Agreement) loans to Smurfit Kappa Funding in an aggregate amount in any twelve month period not exceeding (when aggregated with the amount of any dividends paid by the Company to Smurfit Kappa Funding and any interest or other amount paid in cash by the Company to Smurfit Kappa Funding under the Smurfit Kappa Funding Loan Agreements in that twelve month period and any management or advisory fee or any other amount paid by the Company or any of its Subsidiaries to Smurfit Kappa Funding or the Parent in that twelve month period) the amount of the Securities Permitted Payments and/or Securities Repayments (plus the amount of such other management or advisory fees and other fees and expenses of the Parent or Smurfit Kappa Funding agreed to by the Facility Agent) for such period, to enable Smurfit Kappa Funding to make Securities Permitted Payments and/or Securities Repayments and/or to enable the Parent or Smurfit Kappa Funding to pay such agreed upfront fees and expenses and to pay agreed management fees and other reasonable expenses of Parent and Smurfit Kappa Funding in an amount agreed to by the Facility Agent, in each case where such loans are subject to the terms of the Priority Agreement; (xi) Financial Indebtedness (not being amounts lent to Smurfit Kappa Funding or the Parent) not otherwise allowed under this Subclause not exceeding €10,000,000 or its equivalent at any time outstanding; (xii) loans to Joint Ventures to the extent permitted by Subclause 23.27 (Joint Ventures); (xiii) loans which are made as part of Cash Pooling Facilities; (xiv) loans on arm’s length terms in respect of outstanding purchase price made to purchasers in connection with disposals of assets or business permitted under Subclause 23.6 (Disposals) to the extent that such outstanding purchase price is otherwise permitted under this Agreement and where the aggregate of all such loans outstanding at any time does not exceed €75,000,000 (or its equivalent); (xv) loans or other Financial Indebtedness made or outstanding pursuant to or in connection with any Permitted Receivables Securitisation; (xvi) the transactions and other matters described in the definition of Approved IPO and in the IPO Structure Paper; and (xvii) loans made to other members of the Group and to Holding Companies of the Group to the extent the payment of dividends or other payments are contemplated under Clause 23.16(a) (Dividends) (without double-counting).