Common use of Loans and Guarantees Clause in Contracts

Loans and Guarantees. No Obligor shall (and the Company shall ensure that neither it nor any other member of the Group will) make any loans, grant any credit (save in the ordinary course of business) or (except as required under any of the Finance Documents) give any guarantee or indemnity in respect of Financial Indebtedness (where for this purpose, and for the avoidance of doubt, any such guarantee or indemnity shall exclude any performance bond or performance guarantee given by any member of the Group in its ordinary course of business, including without limitation the FAPL Guarantee) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person, other than: (i) any guarantee given by any Non-Obligor or Obligor incorporated in Norway on arm's length terms in respect of or which constitutes Permitted Financial Indebtedness, (ii) any guarantee given by an Obligor in respect of Financial Indebtedness incurred by another Obligor (other than an Obligor incorporated in Norway), (iii) any loan made by an Obligor to another Obligor (other than an Obligor incorporated in Norway) or guarantee granted by an Obligor in favour of another Obligor (other than an Obligor incorporated in Norway), in either case on arm's length terms or (iv) any loan made by a Non-Obligor to any other member of the Group or guarantee granted by a Non-Obligor in favour of any other member of the Group, in either case on arm's length terms; (b) any loan made, or any guarantee given, by any member of the Group in each case to a company in which such member of the Group holds an equity interest provided that such loan or guarantee was entered into prior to the date of this Agreement and on arm's length terms; (c) any loan made by any member of the Group in the ordinary course of business to an employee thereof provided that the aggregate amount of all such loans made by such member of the Group does not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (d) any loan made by any member of the Group to or for the benefit of any director, employee or member of management thereof not permitted pursuant to paragraph (c) above where such loan is made as part of an incentive scheme or employment plan, agreement or arrangement in the ordinary course of business and provided that the aggregate amount of all such loans made by all members of the Group does not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (e) any loan made, or credit or guarantee granted, by an Obligor to or in favour of a Non-Obligor (or to or in favour of an Obligor incorporated in Norway) provided that (i) the Company is satisfied that the requirements of Clause 22.18 (Guarantor Coverage) will be complied with (notwithstanding the making of such loan or granting of such credit or guarantee) on (or, in respect of revenues, by reference to the Relevant Period ending on) the last day of the then current financial quarter of the Group (being the next date as of which the requirements of Clause 22.18 (Guarantor Coverage) are to be reported pursuant to a Compliance Certificate) and (ii) the Facility Agent has not received any evidence to the effect that the requirements of Clause 22.18 (Guarantor Coverage), as described in (i) above, will not be complied with; or (f) any loan made or guarantee granted which is not permitted pursuant to paragraphs (a) to (e) above where the aggregate amount of Financial Indebtedness or other actual or contingent liabilities incurred pursuant to all such loans and guarantees does not exceed EUR 15,000,000 (or its equivalent in other currencies).

Loans and Guarantees. (a) No Obligor (except for the Parent) shall (and the Company shall ensure that neither it nor any no other member of the Group will): (i) make or allow to remain outstanding any loansloan, grant or provide any form of credit or financial accommodation, to any other person; or (save ii) give or issue or allow to remain outstanding any guarantee, indemnity, bond or letter of credit to or for the benefit of or in respect of the liabilities or obligations of, any other person or voluntarily assume or retain any liability (whether actual or contingent) of any other person. (b) Paragraph (a) above does not apply to: (i) Permitted Indemnities; (ii) loans or other forms of credit or financial accommodation by: (A) any member of the Group to another member of a Group which is a wholly-owned Subsidiary of the Parent or (on arm's length terms) to any other member of the Group; or (B) a member of the Group to any other person on arm's length terms in the ordinary course of business) or , the aggregate principal amount of which (except as required under when taken together with the amount of any liability in respect of the Finance Documents) give any guarantee or indemnity permitted under subparagraph (b)(iii)(B)) does not exceed $5,000,000 (or its equivalent in any other currency or currencies); (iii) guarantees, indemnities, bonds or letters of credit given or issued in respect of: (A) the liabilities or obligations of Financial Indebtedness (where for this purpose, and for the avoidance of doubt, any such guarantee or indemnity shall exclude any performance bond or performance guarantee given by any a member of the Group in its ordinary course which is a wholly owned Subsidiary of businessthe Parent or (on arm's length terms) the liabilities or obligations of a member of the Group which is not a wholly owned Subsidiary of the Parent provided that: (1) a member of the Group which is not an Obligor may not give or issue or allow to remain outstanding any guarantee, including without limitation the FAPL Guarantee) indemnity, bond or letter of credit to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation the Financial Indebtedness of any person, a member of the Group which is an Obligor other than: (ia) Financial Indebtedness incurred in accordance with clause 23.6(b)(vii); or (b) to the extent required to take advantage of the class order for wholly owned entities under Section 341 of the -57- Corporations Act 2001 of Australia, guarantees of Xstrata Coal Investments Australia Pty Limited, Xstrata Coal Australia Pty Limited and of any of their wholly owned Subsidiaries, each of which is expressed to be in favour of each other; and (2) a member of the Group which is not an Obligor may not give or issue or allow to remain outstanding any guarantee, indemnity, bond or letter of credit to or for the benefit of or in respect of Financial Indebtedness permitted under clause 23.6(b)(iv); (B) any guarantee other liabilities or obligations, the aggregate principal amount of which (when taken together with the principal amount of any loans permitted under subparagraph (b)(ii)(B)) does not exceed $5,000,000 (or its equivalent in any other currency or currencies); and (C) Project Finance Debt permitted by Clause 23.6(b)(iii). (iv) loans (or other forms of credit or financial accommodation) to or guarantees, indemnities, bonds or letters of credit given by any Non-Obligor or Obligor incorporated in Norway ("JV Loans/Guarantees") on arm's length terms in respect of the liabilities or which constitutes Permitted Financial Indebtednessobligations of a Joint Venture provided that: (A) the proportion that the relevant JV Loan/Guarantee bears to the total loan (or other form of credit or financial accommodation) to or guarantee, (ii) any guarantee indemnity, bond or letter of credit given by an Obligor in respect of Financial Indebtedness incurred the relevant Joint Venture by another Obligor (other than an Obligor incorporated in Norway)all the joint venture partners, (iii) any loan made by an Obligor to another Obligor (other than an Obligor incorporated in Norway) or guarantee granted by an Obligor in favour of another Obligor (other than an Obligor incorporated in Norway), in either case on arm's length terms or (iv) any loan made by a Non-Obligor to any other member will not exceed the proportion of the Group or guarantee granted by a Non-Obligor in favour of any other relevant member of the Group, 's investment in either case on arm's length terms;that Joint Venture to the total investment of all the joint venture partners in that Joint Venture; and (bB) any loan made, or any guarantee given, by any member of the Group Joint Venture is in each case to a company in which such member of the Group holds an equity interest provided that such loan or guarantee was entered into prior to the date of this Agreement mining and on arm's length terms;minerals business. (c) any loan made by any member For the purposes of the Group in the ordinary course of business to an employee thereof provided that the aggregate amount of all such loans made by such member of the Group does not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (d) any loan made by any member of the Group to or for the benefit of any director, employee or member of management thereof not permitted pursuant to paragraph (c) above where such loan is made as part of an incentive scheme or employment plan, agreement or arrangement in the ordinary course of business and provided that the aggregate amount of all such loans made by all members of the Group does not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (e) any loan made, or credit or guarantee granted, by an Obligor to or in favour of a Non-Obligor (or to or in favour of an Obligor incorporated in Norway) provided that (i) the Company is satisfied that the requirements of this Clause 22.18 (Guarantor Coverage) will be complied with (notwithstanding the making of such loan or granting of such credit or guarantee) on (or, in respect of revenues, by reference to the Relevant Period ending on) the last day of the then current financial quarter of the Group (being the next date as of which the requirements of Clause 22.18 (Guarantor Coverage) are to be reported pursuant to a Compliance Certificate) and (ii) the Facility Agent has not received any evidence to the effect that the requirements of Clause 22.18 (Guarantor Coverage), as described in (i) above, will not be complied with; or (f) any loan made or guarantee granted which is not permitted pursuant to paragraphs (a) to (e) above where the aggregate amount of Financial Indebtedness or other actual or contingent liabilities incurred pursuant to all such loans and guarantees does not exceed EUR 15,000,000 (or its equivalent in other currencies).23.7,

Loans and Guarantees. No Obligor shall (and the The Company shall ensure that neither it nor any other no member of the Group willshall, without the prior written consent of the Majority Banks (such consent not to be unreasonably withheld or delayed): (a) make any loans, loans or grant any credit (save for credit in the ordinary course of business) or other than: (except as required under any i) to another member of the Finance DocumentsGroup; (ii) to employees in the ordinary course of business; (iii) loans of assets permitted by Clause 19.13 (Disposals) above; (iv) loans made in connection with and to facilitate the acquisition of any business or company on arm’s length terms and which are repayable within twelve months; (v) loans made by subsidiaries acquired after the date hereof which have committed, prior to the date of their acquisition, to make such Indebtedness; (vi) representing any deferred purchase price on any permitted sale of assets by any member of the Group; (vii) making loans or the grant of credit by any member of the Group and not falling within (i) to (v) above, up to an aggregate amount of euro 15,000,000 (or its equivalent in any other currencies); (b) give any guarantee or indemnity in respect of Financial Indebtedness (where for this purpose, and for the avoidance of doubt, any such guarantee or indemnity shall exclude any performance bond or performance guarantee given by any member of the Group in its ordinary course of business, including without limitation the FAPL Guarantee) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person, other than: (i) any guarantee given by any Non-Obligor or Obligor incorporated in Norway on arm's length terms in respect the ordinary course of or which constitutes Permitted Financial Indebtedness, business; (ii) any guarantee given by an Obligor in respect for the benefit of Financial Indebtedness incurred by another Obligor (other than an Obligor incorporated in Norway), member of the Group; (iii) any loan made guarantee or indemnity in connection with and to facilitate a disposal permitted by Clause 19.13 (Disposals) above or an Obligor to another Obligor (other than an Obligor incorporated in Norway) or guarantee granted by an Obligor in favour of another Obligor (other than an Obligor incorporated in Norway), in either case on arm's length terms or (iv) any loan made by a Non-Obligor to any other member of the Group or guarantee granted by a Non-Obligor in favour of any other member of the Group, in either case on arm's length terms; (b) any loan made, or any guarantee given, acquisition by any member of the Group in of a business or a company; or (iv) any other guarantee or indemnity provided that the aggregate of the contingent liability of each case to a company in which such member of the Group holds an equity interest provided that such loan or guarantee was entered into prior to the date of this Agreement and on arm's length terms; (c) any loan made by any member of the Group in the ordinary course of business to an employee thereof provided that the aggregate amount of under all such loans made by such member of the Group does guarantees and indemnities taken together shall not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (d) any loan made by any member of the Group to or for the benefit of any director, employee or member of management thereof not permitted pursuant to paragraph (c) above where such loan is made as part of an incentive scheme or employment plan, agreement or arrangement in the ordinary course of business and provided that the aggregate amount of all such loans made by all members of the Group does not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (e) any loan made, or credit or guarantee granted, by an Obligor to or in favour of a Non-Obligor (or to or in favour of an Obligor incorporated in Norway) provided that (i) the Company is satisfied that the requirements of Clause 22.18 (Guarantor Coverage) will be complied with (notwithstanding the making of such loan or granting of such credit or guarantee) on (or, in respect of revenues, by reference to the Relevant Period ending on) the last day of the then current financial quarter of the Group (being the next date as of which the requirements of Clause 22.18 (Guarantor Coverage) are to be reported pursuant to a Compliance Certificate) and (ii) the Facility Agent has not received any evidence to the effect that the requirements of Clause 22.18 (Guarantor Coverage), as described in (i) above, will not be complied with; or (f) any loan made or guarantee granted which is not permitted pursuant to paragraphs (a) to (e) above where the aggregate amount of Financial Indebtedness or other actual or contingent liabilities incurred pursuant to all such loans and guarantees does not exceed EUR euro 15,000,000 (or its equivalent in any other currencies).

Loans and Guarantees. No (a) Except as permitted by paragraph (b) below, no Obligor shall (and the Company shall ensure that neither it nor any other no member of the Restricted Group willshall) (i) make any loans, loans or grant any credit or (save in the ordinary course of businessii) give any guarantee or indemnity (except as required under any of the Finance Documents) give any guarantee or indemnity in respect of Financial Indebtedness (where for this purpose, and for the avoidance of doubt, any such guarantee or indemnity shall exclude any performance bond or performance guarantee given by any member of the Group in its ordinary course of business, including without limitation the FAPL Guarantee) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation indebtedness of any personperson (together, a “Guarantee”). (b) Paragraph (a) above shall not prohibit any Obligor or any other thanmember of the Restricted Group from granting any loan or credit or giving any Guarantee: (i) any guarantee given by any Non-Obligor or Obligor incorporated in Norway on arm's length terms in respect the ordinary course of or which constitutes Permitted Financial Indebtedness, business; (ii) any guarantee given by an Obligor to, or in respect of Financial Indebtedness incurred by another Obligor (other than an Obligor incorporated in Norway)of, (iii) any loan made by an Obligor to another Obligor (other than an Obligor incorporated in Norway) or guarantee granted by an Obligor in favour of another Obligor (other than an Obligor incorporated in Norway), in either case on arm's length terms or (iv) any loan made by a Non-Obligor to any other member of the Group or guarantee granted by a Non-Obligor in favour of any other member of the Group, in either case on arm's length terms; (b) any loan made, or any guarantee given, by any member of the Group in each case Restricted Group; (iii) to a company in which such any person to finance, directly or indirectly, the purchase by that person or any other person of any indebtedness of any member of the Restricted Group holds an equity interest provided if the Obligor disclosed to the Agent its intention to grant that such loan or guarantee was entered into credit prior to the date of this Agreement and on arm's length termsAgreement; (civ) to any loan made by any member trustee of the Group an employee share option scheme provided in the ordinary course of business to an employee thereof provided that for the aggregate amount benefit of all such loans made by such employees of any member of the Restricted Group; or (v) where the aggregate principal amount outstanding of all loans or credit granted, and Guarantees given by the members of the Restricted Group to, or in respect of, persons who are not members of the Restricted Group, does not exceed at any time EUR 2,500,000 £25,000,000, provided that nothing in this paragraph (or its equivalent in other currencies); (db) any loan made by shall permit any member of the Group to or for the benefit of any director, employee or member of management thereof not permitted pursuant to paragraph (c) above where such loan is made as part of an incentive scheme or employment plan, agreement or arrangement in the ordinary course of business and provided that the aggregate amount of all such loans made by all members of the Group does not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (e) grant any loan made, or credit or guarantee granted, by an Obligor give any Guarantee to or in favour respect of a Non-Obligor (or to or in favour of an Obligor incorporated in Norway) provided that (i) the Company is satisfied that the requirements of Clause 22.18 (Guarantor Coverage) will be complied with (notwithstanding the making of such loan or granting of such credit or guarantee) on (or, in respect of revenues, by reference to the Relevant Period ending on) the last day member of the then current financial quarter of the Allscripts Group other than in accordance with paragraph (being the next date as of which the requirements of Clause 22.18 (Guarantor Coverage) are to be reported pursuant to a Compliance Certificate) and (ii) the Facility Agent has not received any evidence to the effect that the requirements of Clause 22.18 (Guarantor Coverage), as described in (iv) above, will not be complied with; or (f) any loan made or guarantee granted which is not permitted pursuant to paragraphs (a) to (e) above where the aggregate amount of Financial Indebtedness or other actual or contingent liabilities incurred pursuant to all such loans and guarantees does not exceed EUR 15,000,000 (or its equivalent in other currencies).

Loans and Guarantees. No Obligor shall (and the The Company shall ensure that neither it nor any other no member of the Group willshall, without the prior written consent of the Majority Banks (such consent not to be unreasonably withheld or delayed): (a) make any loans, loans or grant any credit (save for credit in the ordinary course of business) or other than: (except as required under any i) to another member of the Finance DocumentsGroup; (ii) to employees in the ordinary course of business; (iii) loans of assets permitted by Clause 19.13 (Disposals) above; (iv) loans made in connection with and to facilitate the acquisition of any business or company on arm's length terms and which are repayable within twelve months; (v) loans made by subsidiaries acquired after the date hereof which have committed, prior to the date of their acquisition, to make such Indebtedness; (vi) representing any deferred purchase price on any permitted sale of assets by any member of the Group; (vii) making loans or the grant of credit by any member of the Group and not falling within (i) to (v) above, up to an aggregate amount of euro 15,000,000 (or its equivalent in any other currencies); (b) give any guarantee or indemnity in respect of Financial Indebtedness (where for this purpose, and for the avoidance of doubt, any such guarantee or indemnity shall exclude any performance bond or performance guarantee given by any member of the Group in its ordinary course of business, including without limitation the FAPL Guarantee) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person, other than: (i) any guarantee given by any Non-Obligor or Obligor incorporated in Norway on arm's length terms in respect the ordinary course of or which constitutes Permitted Financial Indebtedness, business; (ii) any guarantee given by an Obligor in respect for the benefit of Financial Indebtedness incurred by another Obligor (other than an Obligor incorporated in Norway), member of the Group; (iii) any loan made guarantee or indemnity in connection with and to facilitate a disposal permitted by Clause 19.13 (Disposals) above or an Obligor to another Obligor (other than an Obligor incorporated in Norway) or guarantee granted by an Obligor in favour of another Obligor (other than an Obligor incorporated in Norway), in either case on arm's length terms or (iv) any loan made by a Non-Obligor to any other member of the Group or guarantee granted by a Non-Obligor in favour of any other member of the Group, in either case on arm's length terms; (b) any loan made, or any guarantee given, acquisition by any member of the Group in of a business or a company; or (iv) any other guarantee or indemnity provided that the aggregate of the contingent liability of each case to a company in which such member of the Group holds an equity interest provided that such loan or guarantee was entered into prior to the date of this Agreement and on arm's length terms; (c) any loan made by any member of the Group in the ordinary course of business to an employee thereof provided that the aggregate amount of under all such loans made by such member of the Group does guarantees and indemnities taken together shall not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (d) any loan made by any member of the Group to or for the benefit of any director, employee or member of management thereof not permitted pursuant to paragraph (c) above where such loan is made as part of an incentive scheme or employment plan, agreement or arrangement in the ordinary course of business and provided that the aggregate amount of all such loans made by all members of the Group does not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (e) any loan made, or credit or guarantee granted, by an Obligor to or in favour of a Non-Obligor (or to or in favour of an Obligor incorporated in Norway) provided that (i) the Company is satisfied that the requirements of Clause 22.18 (Guarantor Coverage) will be complied with (notwithstanding the making of such loan or granting of such credit or guarantee) on (or, in respect of revenues, by reference to the Relevant Period ending on) the last day of the then current financial quarter of the Group (being the next date as of which the requirements of Clause 22.18 (Guarantor Coverage) are to be reported pursuant to a Compliance Certificate) and (ii) the Facility Agent has not received any evidence to the effect that the requirements of Clause 22.18 (Guarantor Coverage), as described in (i) above, will not be complied with; or (f) any loan made or guarantee granted which is not permitted pursuant to paragraphs (a) to (e) above where the aggregate amount of Financial Indebtedness or other actual or contingent liabilities incurred pursuant to all such loans and guarantees does not exceed EUR euro 15,000,000 (or its equivalent in any other currencies).

Loans and Guarantees. No (a) Except as permitted by paragraph (b) below, no Obligor shall (and the Company shall ensure that neither it nor any other no member of the Restricted Group willshall) (i) make any loans, loans or grant any credit or (save in the ordinary course of businessii) give any guarantee or indemnity (except as required under any of the Finance Documents) give any guarantee or indemnity in respect of Financial Indebtedness (where for this purpose, and for the avoidance of doubt, any such guarantee or indemnity shall exclude any performance bond or performance guarantee given by any member of the Group in its ordinary course of business, including without limitation the FAPL Guarantee) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation indebtedness of any personperson (together, a “Guarantee”). (b) Paragraph (a) above shall not prohibit any Obligor or any other thanmember of the Restricted Group from granting any loan or credit or giving any Guarantee: (i) any guarantee given by any Non-Obligor or Obligor incorporated in Norway on arm's length terms in respect the ordinary course of or which constitutes Permitted Financial Indebtedness, business; (ii) any guarantee given by an Obligor to, or in respect of Financial Indebtedness incurred by another Obligor (other than an Obligor incorporated in Norway)of, (iii) any loan made by an Obligor to another Obligor (other than an Obligor incorporated in Norway) or guarantee granted by an Obligor in favour of another Obligor (other than an Obligor incorporated in Norway), in either case on arm's length terms or (iv) any loan made by a Non-Obligor to any other member of the Group or guarantee granted by a Non-Obligor in favour of any other member of the Group, in either case on arm's length terms; (b) any loan made, or any guarantee given, by any member of the Group in each case Restricted Group; (iii) to a company in which such any person to finance, directly or indirectly, the purchase by that person or any other person of any indebtedness of any member of the Restricted Group holds an equity interest provided if the Obligor disclosed to the Agent its intention to grant that such loan or guarantee was entered into credit prior to the date of this Agreement and on arm's length termsAgreement; (civ) to any loan made by any member trustee of the Group an employee share option scheme provided in the ordinary course of business to an employee thereof provided that for the aggregate amount benefit of all such loans made by such employees of any member of the Group Restricted Group; (v) where the aggregate principal amount outstanding of all loans or credit granted, and Guarantees given, by the members of the Restricted Group: (A) to, or in respect of, members of the Target Group, does not exceed at any time EUR 2,500,000 (or its equivalent in other currencies);$40,000,000; and (dB) any loan made to, or in respect of, persons other than members of the Target Group, does not exceed U.S.$1,000,000, or (vi) guarantees given by Guarantors which are subordinated in accordance with the provisions of the Subordination Agreement, provided that nothing in this paragraph (b) shall permit any member of the Group to or for the benefit of any director, employee or member of management thereof not permitted pursuant to paragraph (c) above where such loan is made as part of an incentive scheme or employment plan, agreement or arrangement in the ordinary course of business and provided that the aggregate amount of all such loans made by all members of the Group does not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (e) grant any loan made, or credit or guarantee granted, by an Obligor give any Guarantee to or in favour respect of a Non-Obligor (or to or in favour of an Obligor incorporated in Norway) provided that (i) the Company is satisfied that the requirements of Clause 22.18 (Guarantor Coverage) will be complied with (notwithstanding the making of such loan or granting of such credit or guarantee) on (or, in respect of revenues, by reference to the Relevant Period ending on) the last day member of the then current financial quarter of the Target Group other than in accordance with sub-paragraph (being the next date as of which the requirements of Clause 22.18 (Guarantor Coverage) are to be reported pursuant to a Compliance Certificate) and (ii) the Facility Agent has not received any evidence to the effect that the requirements of Clause 22.18 (Guarantor Coverage), as described in (iv) above, will not be complied with; or (f) any loan made or guarantee granted which is not permitted pursuant to paragraphs (a) to (e) above where the aggregate amount of Financial Indebtedness or other actual or contingent liabilities incurred pursuant to all such loans and guarantees does not exceed EUR 15,000,000 (or its equivalent in other currencies).

Loans and Guarantees. No Obligor shall (and the The Company shall ensure that neither it nor any other no member of the Group willshall, without the prior written consent of the Majority Banks (such consent not to be unreasonably withheld or delayed): (a) make any loans, loans or grant any credit (save for credit in the ordinary course of business) or other than: (except as required under any i) to another member of the Finance DocumentsGroup; (ii) to employees in the ordinary course of business; (iii) loans of assets permitted by Clause 16.13 (Disposals) above; (iv) loans made in connection with and to facilitate the acquisition of any business or company on arm’s length terms and which are repayable within 12 months; (v) loans made by subsidiaries acquired after the date hereof which have committed, prior to the date of their acquisition, to make such Indebtedness; (vi) representing any deferred purchase price on any permitted sale of assets by any member of the Group; (vii) making loans or the grant of credit by any member of the Group and not falling within paragraphs (i) to (v) above, up to an aggregate amount of €15,000,000 (or its equivalent in any other currencies); (b) give any guarantee or indemnity in respect of Financial Indebtedness (where for this purpose, and for the avoidance of doubt, any such guarantee or indemnity shall exclude any performance bond or performance guarantee given by any member of the Group in its ordinary course of business, including without limitation the FAPL Guarantee) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person, other than: (i) any guarantee given by any Non-Obligor or Obligor incorporated in Norway on arm's length terms in respect the ordinary course of or which constitutes Permitted Financial Indebtedness, business; (ii) any guarantee given by an Obligor in respect for the benefit of Financial Indebtedness incurred by another Obligor (other than an Obligor incorporated in Norway), member of the Group; (iii) any loan made guarantee or indemnity in connection with and to facilitate a disposal permitted by Clause 16.13 (Disposals) above or an Obligor to another Obligor (other than an Obligor incorporated in Norway) or guarantee granted by an Obligor in favour of another Obligor (other than an Obligor incorporated in Norway), in either case on arm's length terms or (iv) any loan made by a Non-Obligor to any other member of the Group or guarantee granted by a Non-Obligor in favour of any other member of the Group, in either case on arm's length terms; (b) any loan made, or any guarantee given, acquisition by any member of the Group in of a business or a company; or (iv) any other guarantee or indemnity provided that the aggregate of the contingent liability of each case to a company in which such member of the Group holds an equity interest provided that such loan or guarantee was entered into prior to the date of this Agreement and on arm's length terms; (c) any loan made by any member of the Group in the ordinary course of business to an employee thereof provided that the aggregate amount of under all such loans made by such member of the Group does guarantees and indemnities taken together shall not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (d) any loan made by any member of the Group to or for the benefit of any director, employee or member of management thereof not permitted pursuant to paragraph (c) above where such loan is made as part of an incentive scheme or employment plan, agreement or arrangement in the ordinary course of business and provided that the aggregate amount of all such loans made by all members of the Group does not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (e) any loan made, or credit or guarantee granted, by an Obligor to or in favour of a Non-Obligor (or to or in favour of an Obligor incorporated in Norway) provided that (i) the Company is satisfied that the requirements of Clause 22.18 (Guarantor Coverage) will be complied with (notwithstanding the making of such loan or granting of such credit or guarantee) on (or, in respect of revenues, by reference to the Relevant Period ending on) the last day of the then current financial quarter of the Group (being the next date as of which the requirements of Clause 22.18 (Guarantor Coverage) are to be reported pursuant to a Compliance Certificate) and (ii) the Facility Agent has not received any evidence to the effect that the requirements of Clause 22.18 (Guarantor Coverage), as described in (i) above, will not be complied with; or (f) any loan made or guarantee granted which is not permitted pursuant to paragraphs (a) to (e) above where the aggregate amount of Financial Indebtedness or other actual or contingent liabilities incurred pursuant to all such loans and guarantees does not exceed EUR €15,000,000 (or its equivalent in any other currencies).

Loans and Guarantees. No Obligor shall (and the The Company shall ensure that neither it nor any other no member of the Group willshall, without the prior written consent of the Majority Banks (such consent not to be unreasonably withheld or delayed): (a) make any loans, loans or grant any credit (save for credit in the ordinary course of business) or other than: (except as required under any i) to another member of the Finance DocumentsGroup; (ii) to employees in the ordinary course of business; (iii) loans of assets permitted by Clause 20.13 (Disposals) above; (iv) loans made in connection with and to facilitate the acquisition of any business or company on arm’s length terms and which are repayable within 12 months; (v) loans made by subsidiaries acquired after the date hereof which have committed, prior to the date of their acquisition, to make such Indebtedness; (vi) representing any deferred purchase price on any permitted sale of assets by any member of the Group; (vii) making loans or the grant of credit by any member of the Group and not falling within (i) to (v) above, up to an aggregate amount of euro 15,000,000 (or its equivalent in any other currencies); (b) give any guarantee or indemnity in respect of Financial Indebtedness (where for this purpose, and for the avoidance of doubt, any such guarantee or indemnity shall exclude any performance bond or performance guarantee given by any member of the Group in its ordinary course of business, including without limitation the FAPL Guarantee) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person, other than: (i) any guarantee given by any Non-Obligor or Obligor incorporated in Norway on arm's length terms in respect the ordinary course of or which constitutes Permitted Financial Indebtedness, business; (ii) any guarantee given by an Obligor in respect for the benefit of Financial Indebtedness incurred by another Obligor (other than an Obligor incorporated in Norway), member of the Group; (iii) any loan made guarantee or indemnity in connection with and to facilitate a disposal permitted by Clause 20.13 (Disposals) above or an Obligor to another Obligor (other than an Obligor incorporated in Norway) or guarantee granted by an Obligor in favour of another Obligor (other than an Obligor incorporated in Norway), in either case on arm's length terms or (iv) any loan made by a Non-Obligor to any other member of the Group or guarantee granted by a Non-Obligor in favour of any other member of the Group, in either case on arm's length terms; (b) any loan made, or any guarantee given, acquisition by any member of the Group in of a business or a company; or (iv) any other guarantee or indemnity provided that the aggregate of the contingent liability of each case to a company in which such member of the Group holds an equity interest provided that such loan or guarantee was entered into prior to the date of this Agreement and on arm's length terms; (c) any loan made by any member of the Group in the ordinary course of business to an employee thereof provided that the aggregate amount of under all such loans made by such member of the Group does guarantees and indemnities taken together shall not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (d) any loan made by any member of the Group to or for the benefit of any director, employee or member of management thereof not permitted pursuant to paragraph (c) above where such loan is made as part of an incentive scheme or employment plan, agreement or arrangement in the ordinary course of business and provided that the aggregate amount of all such loans made by all members of the Group does not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (e) any loan made, or credit or guarantee granted, by an Obligor to or in favour of a Non-Obligor (or to or in favour of an Obligor incorporated in Norway) provided that (i) the Company is satisfied that the requirements of Clause 22.18 (Guarantor Coverage) will be complied with (notwithstanding the making of such loan or granting of such credit or guarantee) on (or, in respect of revenues, by reference to the Relevant Period ending on) the last day of the then current financial quarter of the Group (being the next date as of which the requirements of Clause 22.18 (Guarantor Coverage) are to be reported pursuant to a Compliance Certificate) and (ii) the Facility Agent has not received any evidence to the effect that the requirements of Clause 22.18 (Guarantor Coverage), as described in (i) above, will not be complied with; or (f) any loan made or guarantee granted which is not permitted pursuant to paragraphs (a) to (e) above where the aggregate amount of Financial Indebtedness or other actual or contingent liabilities incurred pursuant to all such loans and guarantees does not exceed EUR euro 15,000,000 (or its equivalent in any other currencies).

Loans and Guarantees. (a) No Obligor (except for the Parent) shall (and the Company shall ensure that neither it nor any no other member of the Group will): (i) make or allow to remain outstanding any loansloan, grant or provide any form of credit or financial accommodation, to any other person; or (save ii) give or issue or allow to remain outstanding any guarantee, indemnity, bond or letter of credit to or for the benefit of or in respect of the liabilities or obligations of, any other person or voluntarily assume or retain any liability (whether actual or contingent) of any other person. (b) Paragraph (a) above does not apply to: (i) Permitted Indemnities; (ii) loans or other forms of credit or financial accommodation by: (A) any member of the Group to another member of a Group which is a wholly-owned Subsidiary of the Parent or (on arm’s length terms) to any other member of the Group; or (B) a member of the Group to any other person on arm’s length terms in the ordinary course of business) or , the aggregate principal amount of which (except as required under when taken together with the amount of any liability in respect of the Finance Documents) give any guarantee or indemnity permitted under subparagraph (b)(iii)(B)) does not exceed $5,000,000 (or its equivalent in any other currency or currencies); (iii) guarantees, indemnities, bonds or letters of credit given or issued in respect of: *** Confidential material redacted and filed separately with the Commission. (A) the liabilities or obligations of Financial Indebtedness (where for this purpose, and for the avoidance of doubt, any such guarantee or indemnity shall exclude any performance bond or performance guarantee given by any a member of the Group in its ordinary course which is a wholly owned Subsidiary of businessthe Parent or (on arm’s length terms) the liabilities or obligations of a member of the Group which is not a wholly owned Subsidiary of the Parent provided that: (1) a member of the Group which is not an Obligor may not give or issue or allow to remain outstanding any guarantee, including without limitation the FAPL Guarantee) indemnity, bond or letter of credit to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation the Financial Indebtedness of any person, a member of the Group which is an Obligor other than: (ia) any guarantee given by any Non-Obligor or Obligor incorporated in Norway on arm's length terms in respect of or which constitutes Permitted Financial Indebtedness, (ii) any guarantee given by an Obligor in respect of Financial Indebtedness incurred by another Obligor in accordance with clause 23.6(b)(vii); or (other than an Obligor incorporated in Norway)b) to the extent required to take advantage of the class order for wholly owned entities under Section 341 of the Corporations Axx 0000 of Australia, (iii) guarantees of Xstrata Coal Investments Australia Pty Limited, Xstrata Coal Australia Pty Limited and of any loan made by an Obligor of their wholly owned Subsidiaries, each of which is expressed to another Obligor (other than an Obligor incorporated in Norway) or guarantee granted by an Obligor be in favour of another Obligor each other; and (other than an Obligor incorporated in Norway), in either case on arm's length terms or (iv2) any loan made by a Non-Obligor to any other member of the Group which is not an Obligor may not give or guarantee granted by a Non-Obligor in favour issue or allow to remain outstanding any guarantee, indemnity, bond or letter of any other member of the Group, in either case on arm's length terms; (b) any loan made, or any guarantee given, by any member of the Group in each case to a company in which such member of the Group holds an equity interest provided that such loan or guarantee was entered into prior to the date of this Agreement and on arm's length terms; (c) any loan made by any member of the Group in the ordinary course of business to an employee thereof provided that the aggregate amount of all such loans made by such member of the Group does not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (d) any loan made by any member of the Group credit to or for the benefit of or in respect of Financial Indebtedness permitted under clause 23.6(b)(iv); (B) any directorother liabilities or obligations, employee or member of management thereof not permitted pursuant to paragraph (c) above where such loan is made as part of an incentive scheme or employment plan, agreement or arrangement in the ordinary course of business and provided that the aggregate principal amount of all such which (when taken together with the principal amount of any loans made by all members of the Group permitted under subparagraph (b)(ii)(B)) does not exceed at any time EUR 2,500,000 $5,000,000 (or its equivalent in any other currency or currencies);; and (eC) any loan made, Project Finance Debt permitted by Clause 23.6(b)(iii). (iv) loans (or other forms of credit or guarantee granted, by an Obligor financial accommodation) to or in favour guarantees, indemnities, bonds or letters of a Non-Obligor credit given (or to or in favour of an Obligor incorporated in Norway) provided that (i) the Company is satisfied that the requirements of Clause 22.18 (Guarantor Coverage) will be complied with (notwithstanding the making of such loan or granting of such credit or guarantee“JV Loans/Guarantees”) on (or, arm’s length terms in respect of revenues, by reference the liabilities or obligations of a Joint Venture provided that: (A) the proportion that the relevant JV Loan/Guarantee bears to the Relevant Period ending ontotal loan (or other form of credit or financial accommodation) the last day to or guarantee, indemnity, bond or letter of credit given in respect of the then current financial quarter of relevant Joint Venture by all the Group (being the next date as of which the requirements of Clause 22.18 (Guarantor Coverage) are to be reported pursuant to a Compliance Certificate) and (ii) the Facility Agent has not received any evidence to the effect that the requirements of Clause 22.18 (Guarantor Coverage), as described in (i) abovejoint venture partners, will not be complied withexceed the proportion of the relevant member of the Group’s investment in that Joint Venture to the total investment of all the joint venture partners in that Joint Venture; orand (fB) any loan made the Joint Venture is in the mining and minerals business. (c) For the purposes of this Clause 23.7, Asturiana de Zinc, S.A. will be considered a wholly owned Subsidiary of the Parent provided the Parent directly or guarantee granted which is indirectly owns not permitted pursuant to paragraphs (a) to (e) above where less than 99.98 per cent. of the aggregate amount shares of Financial Indebtedness or other actual or contingent liabilities incurred pursuant to all such loans and guarantees does not exceed EUR 15,000,000 (or its equivalent in other currencies).Asturiana de Zinc, S.A.

Loans and Guarantees. No Obligor shall (and the Company The Borrower shall ensure that neither it nor any other member of the Group will) will make any loans, grant any credit (save in the ordinary course of business) or give any guarantee or indemnity (except as required under any of the Finance Documents) give any guarantee or indemnity in respect of Financial Indebtedness (where for this purpose, and for the avoidance of doubt, any such guarantee or indemnity shall exclude any performance bond or performance guarantee given by any member of the Group in its ordinary course of business, including without limitation the FAPL Guarantee) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person, other than: (ia) any guarantee given by any Non-Obligor or Obligor incorporated in Norway member of the Group on arm's length terms in respect of or which constitutes Permitted Financial Indebtedness, (ii) any guarantee given by an Obligor in respect of Financial Indebtedness incurred by another Obligor (other than an Obligor incorporated in Norway), (iii) any loan made by an Obligor to another Obligor (other than an Obligor incorporated in Norway) or guarantee granted by an Obligor in favour of another Obligor (other than an Obligor incorporated in Norway), in either case on arm's length terms or (iv) any loan made by a Non-Obligor to any other member of the Group or guarantee granted by a Non-Obligor in favour of any other member of the Group, in either case on arm's length terms; (b) any loan made, or any guarantee given, by any member of the Group in each case to a company in which such member of the Group holds an equity interest provided that such loan or guarantee was entered into prior to the date of this Agreement and on arm's length terms; (c) any loan made by any member of the Group in the ordinary course of business to an employee thereof provided that the aggregate amount of all such loans made by such member of the Group does not exceed at any time the EUR 2,500,000 (or its equivalent in other currencies); (d) any loan made by any member of the Group to or for the benefit of any director, employee or member of management thereof not permitted pursuant to paragraph (c) above where such loan is made as part of an incentive scheme or employment plan, agreement or arrangement in the ordinary course of business and provided that the aggregate amount of all such loans made by all members of the Group does not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (e) any loan made, or credit or guarantee granted, by an Obligor to or in favour of a Non-Obligor (or to or in favour of an Obligor incorporated in Norway) provided that (i) the Company is satisfied that the requirements of Clause 22.18 (Guarantor Coverage) will be complied with (notwithstanding the making of such loan or granting of such credit or guarantee) on (or, in respect of revenues, by reference to the Relevant Period ending on) the last day of the then current financial quarter of the Group (being the next date as of which the requirements of Clause 22.18 (Guarantor Coverage) are to be reported pursuant to a Compliance Certificate) and (ii) the Facility Agent has not received any evidence to the effect that the requirements of Clause 22.18 (Guarantor Coverage), as described in (i) above, will not be complied with; or (fe) any loan made or guarantee granted which is not permitted pursuant to paragraphs (a) to (ed) above where the aggregate amount of Financial Indebtedness or other actual or contingent liabilities incurred pursuant to all such loans and guarantees does not exceed EUR 15,000,000 7,500,000 (or its equivalent in other currencies).

Loans and Guarantees. (a) No Obligor (except for the Parent) shall (and the Company shall ensure that neither it nor any no other member of the Group will): (i) make or allow to remain outstanding any loansloan, grant or provide any form of credit or financial accommodation, to any other person; or (save ii) give or issue or allow to remain outstanding any guarantee, indemnity, bond or letter of credit to or for the benefit of or in respect of the liabilities or obligations of, any other person or voluntarily assume or retain any liability (whether actual or contingent) of any other person. (b) Paragraph (a) above does not apply to: (i) Permitted Indemnities; (ii) loans or other forms of credit or financial accommodation by: (A) any member of the Group to another member of a Group which is a wholly-owned Subsidiary of the Parent or (on arm’s length terms) to any other member of the Group; or (B) a member of the Group to any other person on arm’s length terms in the ordinary course of business) or , the aggregate principal amount of which (except as required under when taken together with the amount of any liability in respect of the Finance Documents) give any guarantee or indemnity permitted under subparagraph (b)(iii)(B)) does not exceed $5,000,000 (or its equivalent in any other currency or currencies); (iii) guarantees, indemnities, bonds or letters of credit given or issued in respect of: (A) the liabilities or obligations of Financial Indebtedness (where for this purpose, and for the avoidance of doubt, any such guarantee or indemnity shall exclude any performance bond or performance guarantee given by any a member of the Group in its ordinary course which is a wholly owned Subsidiary of businessthe Parent or (on arm’s length terms) the liabilities or obligations of a member of the Group which is not a wholly owned Subsidiary of the Parent provided that: (1) a member of the Group which is not an Obligor may not give or issue or allow to remain outstanding any guarantee, including without limitation the FAPL Guarantee) indemnity, bond or letter of credit to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation the Financial Indebtedness of any person, a member of the Group which is an Obligor other than: (ia) any guarantee given by any Non-Obligor or Obligor incorporated in Norway on arm's length terms in respect of or which constitutes Permitted Financial Indebtedness, (ii) any guarantee given by an Obligor in respect of Financial Indebtedness incurred by another Obligor in accordance with clause 22.6(b)(vii); or (other than an Obligor incorporated in Norway), (iiib) to the extent required to take advantage of any loan class order for wholly owned entities made by an Obligor the Australian Security and Investments Commission under Section 341 of the Corporations Axx 0000 of Australia, guarantees of Xstrata Coal Investments Australia Pty Limited, Xstrata Coal Australia Pty Limited and of any of their wholly owned Subsidiaries, each of which is expressed to another Obligor (other than an Obligor incorporated in Norway) or guarantee granted by an Obligor be in favour of another Obligor each other; and (other than an Obligor incorporated in Norway), in either case on arm's length terms or (iv2) any loan made by a Non-Obligor to any other member of the Group which is not an Obligor may not give or guarantee granted by a Non-Obligor in favour issue or allow to remain outstanding any guarantee, indemnity, bond or letter of any other member of the Group, in either case on arm's length terms; (b) any loan made, or any guarantee given, by any member of the Group in each case to a company in which such member of the Group holds an equity interest provided that such loan or guarantee was entered into prior to the date of this Agreement and on arm's length terms; (c) any loan made by any member of the Group in the ordinary course of business to an employee thereof provided that the aggregate amount of all such loans made by such member of the Group does not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (d) any loan made by any member of the Group credit to or for the benefit of or in respect of Financial Indebtedness permitted under Clause 22.6(b)(iv); (B) any directorother liabilities or obligations, employee or member of management thereof not permitted pursuant to paragraph (c) above where such loan is made as part of an incentive scheme or employment plan, agreement or arrangement in the ordinary course of business and provided that the aggregate principal amount of all such which (when taken together with the principal amount of any loans made by all members of the Group permitted under subparagraph (b)(ii)(B)) does not exceed at any time EUR 2,500,000 $5,000,000 (or its equivalent in any other currency or currencies); and (C) Project Finance Debt permitted by Clause 22.6(b)(iii); (eiv) any loans (or other forms of credit or financial accommodation) to or guarantees, indemnities, bonds or letters of credit given (“JV Loans/Guarantees”) on arm’s length terms in respect of the liabilities or obligations of a Joint Venture provided that: (A) the proportion that the relevant JV Loan/Guarantee bears to the total loan made(or other form of credit or financial accommodation) to or guarantee, indemnity, bond or letter of credit given in respect of the relevant Joint Venture by all the joint venture partners, will not exceed the proportion of the relevant member of the Group’s investment in that Joint Venture to the total investment of all the joint venture partners in that Joint Venture; and (B) the Joint Venture is in the mining and minerals business; (v) loans (for other forms of credit or financial accommodation) to, or guarantees, indemnities, bonds or letters of credit given in respect of the liabilities or guarantee grantedobligations of, an HDSA Person by an Obligor any member of the Xstrata South Africa Group for the purpose of enabling any member of the Xstrata South Africa Group to or in favour of a Non-Obligor (or to or in favour of an Obligor incorporated in Norway) provided that (i) the Company is satisfied that comply with the requirements of the MPRD Act and the regulations and practice notes issued pursuant to the MPRD Act from time to time; (vi) Stock lending transactions entered into by any member of the Group. (c) For the purposes of this Clause 22.18 (Guarantor Coverage) 22.7, Asturiana de Zinc, S.A. will be complied with (notwithstanding the making of such loan or granting of such credit or guarantee) on (or, in respect of revenues, by reference to the Relevant Period ending on) the last day considered a wholly owned Subsidiary of the then current financial quarter Parent provided the Parent directly or indirectly owns not less than 99.98 per cent. of the Group (being the next date as shares of which the requirements of Clause 22.18 (Guarantor Coverage) are to be reported pursuant to a Compliance Certificate) and (ii) the Facility Agent has not received any evidence to the effect that the requirements of Clause 22.18 (Guarantor Coverage)Asturiana de Zinc, as described in (i) above, will not be complied with; or (f) any loan made or guarantee granted which is not permitted pursuant to paragraphs (a) to (e) above where the aggregate amount of Financial Indebtedness or other actual or contingent liabilities incurred pursuant to all such loans and guarantees does not exceed EUR 15,000,000 (or its equivalent in other currencies).S.A.

Loans and Guarantees. No Obligor shall (and the The Company shall ensure that neither it nor any other no member of the Group willshall, without the prior written consent of the Majority Banks (such consent not to be unreasonably withheld or delayed): (a) make any loans, loans or grant any credit (save for credit in the ordinary course of business) or other than: (except as required under any i) to another member of the Finance DocumentsGroup; (ii) to employees in the ordinary course of business; (iii) loans of assets permitted by Clause 17.13 (Disposals) above; (iv) loans made in connection with and to facilitate the acquisition of any business or company on arm's length terms and which are repayable within twelve months; (v) loans made by subsidiaries acquired after the date hereof which have committed, prior to the date of their acquisition, to make such Indebtedness; (vi) representing any deferred purchase price on any permitted sale of assets by any member of the Group; (vii) making loans or the grant of credit by any member of the Group and not falling within (i) to (v) above, up to an aggregate amount of CHF20,000,000 (or its equivalent in any other currencies); (b) give any guarantee or indemnity in respect of Financial Indebtedness (where for this purpose, and for the avoidance of doubt, any such guarantee or indemnity shall exclude any performance bond or performance guarantee given by any member of the Group in its ordinary course of business, including without limitation the FAPL Guarantee) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person, other than: (i) any guarantee given by any Non-Obligor or Obligor incorporated in Norway on arm's length terms in respect the ordinary course of or which constitutes Permitted Financial Indebtedness, business; (ii) any guarantee given by an Obligor in respect for the benefit of Financial Indebtedness incurred by another Obligor (other than an Obligor incorporated in Norway), member of the Group; (iii) any loan made guarantee or indemnity in connection with and to facilitate a disposal permitted by Clause 17.13above or an Obligor to another Obligor (other than an Obligor incorporated in Norway) or guarantee granted by an Obligor in favour of another Obligor (other than an Obligor incorporated in Norway), in either case on arm's length terms or (iv) any loan made by a Non-Obligor to any other member of the Group or guarantee granted by a Non-Obligor in favour of any other member of the Group, in either case on arm's length terms; (b) any loan made, or any guarantee given, acquisition by any member of the Group in of a business or a company; or (iv) any other guarantee or indemnity provided that the aggregate of the contingent liability of each case to a company in which such member of the Group holds an equity interest provided that such loan or guarantee was entered into prior to the date of this Agreement and on arm's length terms; (c) any loan made by any member of the Group in the ordinary course of business to an employee thereof provided that the aggregate amount of under all such loans made by such member of the Group does guarantees and indemnities taken together shall not exceed at any time EUR 2,500,000 exceed CHF20,000,000 (or its equivalent in other currencies); (d) any loan made by any member of the Group to or for the benefit of any director, employee or member of management thereof not permitted pursuant to paragraph (c) above where such loan is made as part of an incentive scheme or employment plan, agreement or arrangement in the ordinary course of business and provided that the aggregate amount of all such loans made by all members of the Group does not exceed at any time EUR 2,500,000 (or its equivalent in other currencies); (e) any loan made, or credit or guarantee granted, by an Obligor to or in favour of a Non-Obligor (or to or in favour of an Obligor incorporated in Norway) provided that (i) the Company is satisfied that the requirements of Clause 22.18 (Guarantor Coverage) will be complied with (notwithstanding the making of such loan or granting of such credit or guarantee) on (or, in respect of revenues, by reference to the Relevant Period ending on) the last day of the then current financial quarter of the Group (being the next date as of which the requirements of Clause 22.18 (Guarantor Coverage) are to be reported pursuant to a Compliance Certificate) and (ii) the Facility Agent has not received any evidence to the effect that the requirements of Clause 22.18 (Guarantor Coverage), as described in (i) above, will not be complied with; or (f) any loan made or guarantee granted which is not permitted pursuant to paragraphs (a) to (e) above where the aggregate amount of Financial Indebtedness or other actual or contingent liabilities incurred pursuant to all such loans and guarantees does not exceed EUR 15,000,000 (or its equivalent in other currencies).