Common use of Loans out Clause in Contracts

Loans out. (a) Except as permitted under paragraph (b) below, no Obligor shall, and the Company shall procure that none of its Subsidiaries will, be the creditor in respect of any Financial Indebtedness. (b) Paragraph (a) does not apply to: (i) any trade credit extended by any member of the Group to its suppliers or customers on normal commercial terms and in the ordinary course of business; (ii) a loan made to a Joint Venture if, when such loan would be made, such Joint Venture would be expressly permitted pursuant to paragraph (b) of Clause 26.8 (Joint Ventures); (iii) a loan made by an Obligor to another Obligor or made by a member of the Group which is not an Obligor to another member of the Group; (iv) a loan made by an Obligor to a member of the Group which is not an Obligor provided that the aggregate amount extended in reliance on this paragraph (iv) under any such loans when aggregated with any guarantees issued in reliance of paragraph (b)(v) of Clause 26.10 (Guarantees out) and any disposals made in reliance on paragraph (b)(vi) of Clause 26.4 (Disposals) does not exceed EUR 60,000,000 (or its equivalent in another currency or currencies) at any time; (v) loans made between members of the Group in the ordinary course of intra-Group cash pooling arrangements; (vi) any loan or credit granted with the prior consent of the Majority Lenders; or (vii) any other loan made (including loans to employees or employee share option scheme loans) provided that the aggregate amount extended in reliance on this paragraph (vii) under any such loans when aggregated with any guarantees issued in reliance of paragraph (b)(vii) of Clause 26.10 (Guarantees out) does not exceed at any time: (A) EUR 10,000,000 (or its equivalent in any other currency or currencies); or (B) (when made at a time when the Leverage Ratio for the most recent Testing Period was less than or equal to 3.00:1 (in the financial year 2011) or 2.50:1 (at any time thereafter), as determined on the basis of the most recent financial statements delivered in accordance with Clause 24.1 (Financial statements) after taking into account the effect of the relevant loan on a pro forma basis for the relevant Testing Period) EUR 30,000,000 (or its equivalent in any other currency or currencies).

Loans out. (a) Except as permitted under provided in paragraph (b) below, no Obligor shall, and member of the Company shall procure that none of its Subsidiaries will, 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) any trade credit extended by any member of the Group to its suppliers or customers on normal commercial terms and in the ordinary course of businessits trading activities; (ii) any Financial Indebtedness which is permitted to be incurred by a loan made to a Joint Venture if, when such loan would be made, such Joint Venture would be expressly permitted pursuant to paragraph member of the Group under Clause 21.6 (b) of Clause 26.8 (Joint VenturesFinancial Indebtedness); (iii) a loan made by an Obligor to another Obligor or made any Financial Indebtedness provided by a member of the Group which is not an Obligor to another person (including any other member of the Group) with the consent of the Majority Lenders; (iv) a loan loans made by an Obligor the Original Borrower to a member the Company out of the Group which is not an Obligor provided that the aggregate amount extended in reliance on this paragraph (iv) under any such loans when aggregated with any guarantees issued in reliance proceeds of paragraph (b)(v) of Clause 26.10 (Guarantees out) and any disposals Loans made in reliance on paragraph (b)(vi) of Clause 26.4 (Disposals) does not exceed EUR 60,000,000 (or its equivalent in another currency or currencies) at any timeto it; (v) loans made by the Original Euro Borrower to the Company up to an aggregate maximum amount of (euro)600,000,000 at any time provided that the Original Euro Borrower shall retain sufficient liquidity to sustain its normal business operations; (vi) loans made by the Original Dollar Borrower to any other member of the Group which, when aggregated with the amount of the repayment or prepayment of loans owed by the Original Dollar Borrower to Croesus, Inc. or any other member of the Group (excluding any repayment or prepayment out of the proceeds of any Loan to the Original Dollar Borrower under this Agreement), do not exceed an aggregate maximum amount of US$600,000,000 at any time provided that the Original Dollar Borrower shall retain sufficient liquidity to sustain its normal business operations; (vii) Financial Indebtedness not otherwise allowed under the preceding sub-paragraphs which does not exceed (euro)25,000,000 or its equivalent at any time. (c) Any loan made between members of the Group in the ordinary course of intra-Group cash pooling arrangements;must be on terms that: (vii) any loan or credit granted with the prior consent creditor of such Financial Indebtedness (if an Obligor) 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; or) and in accordance with Clause 21.19 (Security Documents); (viiii) any other loan made (including loans except where both the creditor and the debtor are neither Obligors nor Subsidiaries of Borrowers or the debtor is neither an Obligor nor a subsidiary of a Borrower) the creditor and the debtor of such Financial Indebtedness shall each be party to employees or employee share option scheme loansa Subordination Agreement as Intercompany Creditor and Intercompany Debtor respectively); and (iii) provided that the aggregate amount extended creditor in reliance on this paragraph (vii) under respect of any such loans when aggregated with loan may not take any guarantees issued in reliance of paragraph action to cause that loan (b)(viior any related interest, fees or other amounts) of Clause 26.10 (Guarantees out) does not exceed at any timeto become due or to be paid: (A) EUR 10,000,000 (or its equivalent in any other currency or currencies)breach of the terms of a Subordination Agreement; or (B) if not already prohibited by paragraph (when made at a time when the Leverage Ratio for the most recent Testing Period was less than or equal to 3.00:1 (in the financial year 2011) or 2.50:1 (at any time thereafterA), as determined on unless the basis other member of the most recent financial statements delivered in accordance with Clause 24.1 (Financial statements) after taking into account Group has sufficient readily available cash to pay the effect of the relevant loan on a pro forma basis for the relevant Testing Period) EUR 30,000,000 (sum which is due or its equivalent in any other currency or currencies)demanded.

Loans out. (a) Except as permitted under provided in paragraph (b) below, no Obligor shall, and member of the Company shall procure that none of its Subsidiaries will, 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) any trade credit extended by any member of the Group to its suppliers or customers on normal commercial terms and in the ordinary course of businessits trading activities; (ii) a loan by an Obligor to any employee or director of any Obligor which when aggregated with all other loans made to a Joint Venture if, when such loan would be made, such Joint Venture would be expressly permitted pursuant to paragraph (b) employees or directors of Clause 26.8 (Joint Ventures)all Obligors does not exceed e7,500,000; (iii) any loan by KDVS to a non-Obligor which when aggregated with the amount of any loan made by an Obligor to another Obligor or made permitted under sub-paragraph (v) below and any amount guaranteed under Clause 19.13(b)(viii) (Third party guarantees) does not exceed e20,000,000; (iv) any loan by a member of the Group which is not an Obligor to another member of the Group; otherwise permitted by this paragraph (ivb) a loan made by an Obligor to a member of the Group which is not an Obligor provided that the aggregate amount extended in reliance on of all such loans outstanding under this sub-paragraph (iv) under any such loans when aggregated with the amount of any guarantees issued in reliance of loans permitted by sub-paragraph (b)(viii) of Clause 26.10 (Guarantees out) above and any disposals made in reliance on paragraph amounts which are permitted to be guaranteed by Clause 19.13(b)(ix) (b)(viThird party guarantees)) of Clause 26.4 (Disposals) does shall not exceed EUR 60,000,000 (or its equivalent in another currency or currencies) at any timetime exceed e20,000,000; (v) loans made between members of the Group in the ordinary course of intra-Group cash pooling arrangements;any loan which constitutes Unrestricted Subsidiary Funding; and (vi) any loan or credit granted with the prior consent of the Majority Lenders; or (vii) any other loan made (including loans to employees or employee share option scheme loans) Permitted Distribution, provided that the aggregate amount extended in reliance on this paragraph (vii) under any such loans when aggregated with any guarantees issued in reliance of paragraph (b)(vii) of Clause 26.10 (Guarantees out) does not exceed at any time: (A) EUR 10,000,000 neither KDVS nor any of its Subsidiaries (other than any Unrestricted Subsidiary) may lend any amounts to KDG (other than pursuant to any Permitted Distribution provided that, except in the case of a KDG Operating Distribution, no Event of Default is outstanding, at the time of, or its equivalent will be in any other currency or currencies); or existence immediately after, the making of such Permitted Distribution) and (B) KDG may not lend any amounts to KDVS or any of its Subsidiaries (when made at a time when the Leverage Ratio for the most recent Testing Period was less other than or equal to 3.00:1 (in the financial year 2011) or 2.50:1 (at any time thereafter), as determined on the basis of the most recent financial statements delivered in accordance with Clause 24.1 (Financial statements) after taking into account the effect of the relevant loan on a pro forma basis for the relevant Testing Period) EUR 30,000,000 (or its equivalent in any other currency or currenciesan Unrestricted Subsidiary).

Loans out. (a) Except as permitted under provided in paragraph (b) below, no Obligor shall, and member of the Company shall procure that none of its Subsidiaries will, 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) any trade credit extended by any member of the Group to its suppliers or customers on normal commercial terms and in the ordinary course of businessits trading activities; (ii) a loan by an Obligor to any employee or director of any Obligor which when aggregated with all other loans made to a Joint Venture if, when such loan would be made, such Joint Venture would be expressly permitted pursuant to paragraph (b) employees or directors of Clause 26.8 (Joint Ventures)all Obligors does not exceed €7,500,000; (iii) any loan by KDVS to a non-Obligor which when aggregated with the amount of any loan permitted under sub-paragraph (v) below and any amount guaranteed under Clause 19.13(b)(viii) (Third party guarantees) does not exceed €20,000,000; (iv) any loan by a member of the Group not otherwise permitted by this paragraph (b) provided that the amount of all such loans outstanding under this sub-paragraph (when aggregated with the amount of any loans permitted by sub-paragraph (iii) above and any amounts which are permitted to be guaranteed by Clause 19.13(b)(ix) (Third party guarantees)) shall not at any time exceed €20,000,000; (v) any loan which constitutes Unrestricted Subsidiary Funding; (vi) any Permitted Distribution; and (vii) any loan made by an Obligor to another Obligor or made by a member of the Group which is not an Obligor to another member of the Group; (iv) a loan made by an Obligor to a member of the Group which is not an Obligor Obligor, provided that the aggregate amount extended in reliance on this paragraph (iv) under any such loans when aggregated with any guarantees issued in reliance of paragraph (b)(v) of Clause 26.10 (Guarantees out) and any disposals made in reliance on paragraph (b)(vi) of Clause 26.4 (Disposals) does not exceed EUR 60,000,000 (or its equivalent in another currency or currencies) at any time; (v) loans made between members of the Group in the ordinary course of intra-Group cash pooling arrangements; (vi) any loan or credit granted with the prior consent of the Majority Lenders; or (vii) any other loan made (including loans to employees or employee share option scheme loans) provided that the aggregate amount extended in reliance on this paragraph (vii) under any such loans when aggregated with any guarantees issued in reliance of paragraph (b)(vii) of Clause 26.10 (Guarantees out) does not exceed at any time: (A) EUR 10,000,000 neither KDVS nor any of its Subsidiaries (other than any Unrestricted Subsidiary) may lend any amounts to KDG (other than pursuant to any Permitted Distribution provided that, except in the case of a KDG Operating Distribution, no Event of Default is outstanding, at the time of, or its equivalent will be in any other currency or currencies); or existence immediately after, the making of such Permitted Distribution) and (B) KDG may not lend any amounts to KDVS or any of its Subsidiaries (when made at a time when the Leverage Ratio for the most recent Testing Period was less other than or equal to 3.00:1 (in the financial year 2011) or 2.50:1 (at any time thereafter), as determined on the basis of the most recent financial statements delivered in accordance with Clause 24.1 (Financial statements) after taking into account the effect of the relevant loan on a pro forma basis for the relevant Testing Period) EUR 30,000,000 (or its equivalent in any other currency or currenciesan Unrestricted Subsidiary).