Loans out Clause Samples

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 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 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. 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. (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 the Effective Date; (iv) subject to the terms of the Priority Deed loans made pursuant to the Intra-Group Funding Agreement; -------------------------------------------------------------------------------- (v) loans to the Company which constitute Permitted Distributions and Permitted Additional Dividends and loans of the proceeds of such Permitted Distributions and Permitted Additional Dividends to Topco by the Company; (vi) the Nobia AB vendor loan facility in the amount of (pound)20,000,000 relating to the disposal by the Company of Magnet Limited and various other of its Subsidiaries; (vii) loans made as non-Cash consideration pursuant to a disposal permitted under Clause 19.6; (viii) loans made by members of the Group to other members of the Group which are Obligors subject (where the lenders are Obligors) to a maximum aggregate principal amount at any time outstanding of (pound)5,000,000; 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 (pound)3,000,000. (c) The Company shall procure that within one month of the Effective Date 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 the Effective Date which evidences that the amounts referred to in paragraphs (b)(viii) and (ix) above were not exceeded at the Effective Date 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 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 (other than the Borrower) to another member of the Group (other than the Borrower); (ii) extended on arm’s length terms and in in the ordinary course of business of the relevant member of the Group; or (iii) other than under (i), (ii) or (iii), provided that the aggregate amount thereof does not exceed €50,000,000 (or its equivalent in any other currency) at any time.

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 permitted under paragraph (b) below, no Obligor shall (and the Borrower shall ensure that no other Group Member will) be the creditor in respect of any Financial Indebtedness. (b) Paragraph (a) does not apply to any Permitted Transaction or any of the following (each, a “Permitted Loan”): (i) trade credit extended by any Group Member on normal commercial terms and in the ordinary course of trading; (ii) any deposit placed with or cash balance at a bank or financial institution; (iii) Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, “Permitted Financial Indebtedness”; (iv) a loan or credit made to a Joint Venture to the extent permitted under Clause 22.9 (Joint Ventures); (v) a loan or credit by a Group Member to another wholly-owned Group Member; or (vi) any loan made by the Parentco to the Borrower that constitutes Permitted Subordinated Indebtedness.

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.