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 on normal commercial terms and in the ordinary course of its trading activities; (ii) loans made by members of the Group to other members of the Group which are Obligors; (iii) loans made by one member of the Group to another member of the Group identified in the Structure Memorandum and other intra-Group loans made after 29th December, 2001 and prior to Closing; (iv) subject to the terms of the Priority Deed loans made pursuant to the Intra-Group Funding Agreement; or (v) loans to Enodis plc which constitute the making of Permitted Distributions or Permitted Additional Dividends; (vi) the Nobia AB vendor loan facility in the amount of L20,000,000 relating to the disposal by Enodis plc of Magnet Limited and various other of its Subsidiaries; (vii) loans made as non-Cash Consideration pursuant to a disposal permitted under Clause 23.6 (Disposals); (viii) loans made by members of the Group to other members of the Group which are not Obligors subject (where the lenders are Obligors) to a maximum aggregate principal amount at any time outstanding of L5,000,000; or (ix) loans made by any member of the Group in the ordinary course of business, including, without limitation, to its employees, customers and suppliers, subject to a maximum aggregate principal amount outstanding at any time of L3,000,000. (c) The Company shall procure that within one month of Closing there is delivered to the Facility Agent in form and substance satisfactory to it a schedule of all loans in respect of which any member of the Group was a creditor which were outstanding at Closing which evidences that the amounts referred to in paragraphs (b)(viii) and (ix) above were not exceeded at Closing in respect of such loans and to the extent that either or both of these amounts were exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in either or both of the amounts referred to in those paragraphs acceptable to the Finance Parties might be agreed.

Loans out. (a) Except as provided below, no member of the Group may be the creditor in respect of any Financial Indebtedness. (b) Paragraph (a) does not apply to: (i) trade credit extended by any member of the Group on normal commercial terms and in the ordinary course of its trading activities; (ii) loans made by members of the Group to other members of the Group which are Obligors;; -------------------------------------------------------------------------------- (iii) loans made by one member of the Group to another member of the Group identified in the Structure Memorandum and other intra-Group loans made after 29th December, 2001 and prior to Closing; (iv) subject to the terms of the Priority Deed loans made pursuant to the Intra-Group Funding Agreement; or (v) loans to Enodis plc which constitute the making of Permitted Distributions or Permitted Additional Dividends; (vi) the Nobia AB vendor loan facility in the amount of L20,000,000 (pound)20,000,000 relating to the disposal by Enodis plc of Magnet Limited and various other of its Subsidiaries; (vii) loans made as non-Cash Consideration pursuant to a disposal permitted under Clause 23.6 (Disposals); (viii) loans made by members of the Group to other members of the Group which are not Obligors subject (where the lenders are Obligors) to a maximum aggregate principal amount at any time outstanding of L5,000,000(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 L3,000,000(pound)3,000,000. (c) The Company shall procure that within one month of Closing there is delivered to the Facility Agent in form and substance satisfactory to it a schedule of all loans in respect of which any member of the Group was a creditor which were outstanding at Closing which evidences that the amounts referred to in paragraphs (b)(viii) and (ix) above were not exceeded at Closing in respect of such loans and to the extent that either or both of these amounts were exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in either or both of the amounts referred to in those paragraphs acceptable to the Finance Parties might be agreed.

Loans out. (a) Except as provided in paragraph (b) below, no member of the 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 Group to its customers on normal commercial terms and in the ordinary course of its trading activities; (ii) a loan by an Obligor to any employee or director of any Obligor which when aggregated with all other loans made by members to employees or directors of the Group to other members of the Group which are Obligorsall Obligors does not exceed €7,500,000; (iii) loans made any loan by one member KDVS to a non-Obligor which when aggregated with the amount of the Group to another member of the Group identified in the Structure Memorandum any loan permitted under sub-paragraph (v) below and other intra-Group loans made after 29th December, 2001 and prior to Closingany amount guaranteed under Clause 19.13(b)(viii) (Third party guarantees) does not exceed €20,000,000; (iv) subject to the terms any loan by a member of the Priority Deed Group not otherwise permitted by this paragraph (b) provided that the amount of all such loans made pursuant 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 the Intra-Group Funding Agreement; orbe guaranteed by Clause 19.13(b)(ix) (Third party guarantees)) shall not at any time exceed €20,000,000; (v) loans to Enodis plc any loan which constitute the making of Permitted Distributions or Permitted Additional Dividendsconstitutes Unrestricted Subsidiary Funding; (vi) the Nobia AB vendor loan facility in the amount of L20,000,000 relating to the disposal by Enodis plc of Magnet Limited and various other of its Subsidiaries;any Permitted Distribution; and (vii) loans any loan made as non-Cash Consideration by an Obligor to another Obligor, provided that (A) neither KDVS nor any of its Subsidiaries (other than any Unrestricted Subsidiary) may lend any amounts to KDG (other than pursuant to a disposal permitted under Clause 23.6 (Disposals); (viii) loans made by members of the Group to other members of the Group which are not Obligors subject (where the lenders are Obligors) to a maximum aggregate principal amount at any time outstanding of L5,000,000; or (ix) loans made by any member of the Group Permitted Distribution provided that, except in the ordinary course case of businessa KDG Operating Distribution, includingno Event of Default is outstanding, without limitationat the time of, to its employeesor will be in existence immediately after, customers and suppliers, subject to a maximum aggregate principal amount outstanding at any time the making of L3,000,000. (c) The Company shall procure that within one month of Closing there is delivered to the Facility Agent in form and substance satisfactory to it a schedule of all loans in respect of which any member of the Group was a creditor which were outstanding at Closing which evidences that the amounts referred to in paragraphs (b)(viiisuch Permitted Distribution) and (ixB) above were KDG may not exceeded at Closing in respect lend any amounts to KDVS or any 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 its Subsidiaries (other than an increase in either or both of the amounts referred to in those paragraphs acceptable to the Finance Parties might be agreedUnrestricted Subsidiary).

Loans out. (a) Except as provided below, No Obligor shall (and the Company shall ensure that no other member of the Group may will) be the a creditor in respect of Financial Indebtedness extended to any Financial Indebtednessperson. (b) Paragraph (a) above does not apply to: (i) any trade credit or advance payment extended by any member of the Group to customers or suppliers or other business parties on normal commercial terms and in the ordinary course of its trading activities; (ii) loans any Financial Indebtedness or loan made by members an Obligor to another Obligor or made by a Non-Obligor to another member of the Group to other members of the Group which are ObligorsGroup; (iii) loans any Financial Indebtedness or loan made by one member an Obligor to a Non-Obligor so long as the aggregate amount of the Group to another member Financial Indebtedness under any such loans when aggregated with the amount of any guarantee outstanding under paragraph (b)(iii) of Clause 22.7 (Guarantees) does not exceed at any time two (2) per cent. of the Group identified in consolidated assets of the Structure Memorandum and other intra-Group loans made after 29th December, 2001 and prior to ClosingGroup; (iv) subject any deferred consideration for disposals permitted under the Agreement on normal commercial terms up to the terms a maximum ​ ​ ​ amount not exceeding twenty-five (25) per cent. of the Priority Deed loans made pursuant to the Intra-Group Funding Agreement; orconsideration received in respect of such permitted disposal; (v) loans to Enodis plc any investments made in the ordinary course of treasury transactions in instruments which constitute have an investment grade credit rating (including for the making avoidance of Permitted Distributions or Permitted Additional Dividendsdoubt, any investment in bonds, notes, money market instruments, promissory notes (Schuldscheindarlehen), term deposits and similar instruments, excluding for speculative purposes); (vi) the Nobia AB vendor loan facility in the amount of L20,000,000 relating to the disposal by Enodis plc of Magnet Limited and various other of its Subsidiariesany derivative transaction (excluding any derivative transaction entered into for speculative purposes); (vii) loans made as non-Cash Consideration pursuant by an entity prior to such entity becoming a disposal permitted under Clause 23.6 member of the Group provided that such loan (Disposals)A) was not created in contemplation of the acquisition of that entity and the principal amount of such loan has not been increased in contemplation of or since the acquisition of that entity and (B) is discharged within six (6) months after the date on which the relevant person becomes a member of the Group; (viii) loans made by members of the Group to other members of the Group which are not Obligors subject (where the lenders are Obligors) to a maximum aggregate principal amount at any time outstanding of L5,000,000; or (ix) loans made by any member of the Group in the ordinary course of business, including, without limitation, business to its employees, customers and suppliers, subject to a maximum aggregate principal amount outstanding at any time an employee or director of L3,000,000. (c) The Company shall procure that within one month of Closing there is delivered to the Facility Agent in form and substance satisfactory to it a schedule of all loans in respect of which any member of the Group was a creditor which were outstanding provided that such loans do not exceed at Closing which evidences any one time an aggregate amount of EUR 1,000,000 (or its equivalent in any other currency or currencies); (ix) any loan or credit extended prior to the date of this Agreement, provided that the amounts principal amount of such loan or credit has not been increased thereafter; (x) Financial Indebtedness which is referred to in the definition of, or otherwise constitutes, Permitted Financial Indebtedness (except under paragraph (iii) of that definition) (without double counting); (xi) any loan or similar instrument entered into with the prior written consent of the Majority Lenders; and (xii) any loan not permitted under paragraphs (b)(viiii) and to (ixxi) above were the aggregate principal amount of which does not exceeded when aggregated with: (A) the aggregate principal amount of any other loan extended in reliance on this paragraph (xii); and ​ ​ (B) the aggregate liability (whether actual or contingent) of any guarantee or indemnity provided in reliance on paragraph (b)(xi) of Clause 22.7 (Guarantees), exceed at Closing in respect of such loans and to the extent that either or both of these amounts were exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in either or both any time three (3) per cent. of the amounts referred to in those paragraphs acceptable to consolidated assets of the Finance Parties might be agreedGroup, (each a Permitted Loan).

Loans out. (a) Except as provided in paragraph (b) below, no member of the 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 Group to its customers on normal commercial terms and in the ordinary course of its trading activities; (ii) loans made any Financial Indebtedness which is permitted to be incurred by members a member of the Group to other members of the Group which are Obligorsunder Clause 21.6 (Financial Indebtedness); (iii) loans made any Financial Indebtedness provided by one a member of the Group to another person (including any other member of the Group identified in Group) with the Structure Memorandum and other intra-Group loans made after 29th December, 2001 and prior to Closingconsent of the Majority Lenders; (iv) subject loans made by the Original Borrower to the Company out of the proceeds of Loans made to 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 must be on terms that: (i) the 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) and in accordance with Clause 21.19 (Security Documents); (ii) (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 a Subordination Agreement as Intercompany Creditor and Intercompany Debtor respectively); and (iii) the creditor in respect of any such loan may not take any action to cause that loan (or any related interest, fees or other amounts) to become due or to be paid: (A) in breach of the terms of the Priority Deed loans made pursuant to the Intra-Group Funding a Subordination Agreement; or (vB) loans to Enodis plc which constitute if not already prohibited by paragraph (A), unless the making of Permitted Distributions or Permitted Additional Dividends; (vi) the Nobia AB vendor loan facility in the amount of L20,000,000 relating to the disposal by Enodis plc of Magnet Limited and various other of its Subsidiaries; (vii) loans made as non-Cash Consideration pursuant to a disposal permitted under Clause 23.6 (Disposals); (viii) loans made by members of the Group to other members of the Group which are not Obligors subject (where the lenders are Obligors) to a maximum aggregate principal amount at any time outstanding of L5,000,000; or (ix) loans made by any member of the Group in has sufficient readily available cash to pay the ordinary course of business, including, without limitation, to its employees, customers and suppliers, subject to a maximum aggregate principal amount outstanding at any time of L3,000,000sum which is due or demanded. (c) The Company shall procure that within one month of Closing there is delivered to the Facility Agent in form and substance satisfactory to it a schedule of all loans in respect of which any member of the Group was a creditor which were outstanding at Closing which evidences that the amounts referred to in paragraphs (b)(viii) and (ix) above were not exceeded at Closing in respect of such loans and to the extent that either or both of these amounts were exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in either or both of the amounts referred to in those paragraphs acceptable to the Finance Parties might be agreed.

Loans out. (a) Except as provided below, 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 Closingthe Effective Date; (iv) subject to the terms of the Priority Deed loans made pursuant to the Intra-Group Funding Agreement; or-------------------------------------------------------------------------------- (v) loans to Enodis plc the Company which constitute the making of Permitted Distributions or and Permitted Additional DividendsDividends 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 L20,000,000 (pound)20,000,000 relating to the disposal by Enodis plc the Company of Magnet Limited and various other of its Subsidiaries; (vii) loans made as non-Cash Consideration consideration pursuant to a disposal permitted under Clause 23.6 (Disposals)19.6; (viii) loans made by members of the Group to other members of the Group which are not Obligors subject (where the lenders are Obligors) to a maximum aggregate principal amount at any time outstanding of L5,000,000(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 L3,000,000(pound)3,000,000. (c) The Company shall procure that within one month of Closing 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 Closing the Effective Date which evidences that the amounts referred to in paragraphs (b)(viii) and (ix) above were not exceeded at Closing 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, no member of the 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 Group to its customers on normal commercial terms and in the ordinary course of its trading activities; (ii) loans made by members one Obligor to another Obligor (not being the Company) or made by a Non-Obligor to another member of the Group to other members of the Group which are ObligorsGroup; (iii) loans contemplated by the Corporate Structure Memorandum/Funds Flow Statement; (iv) a loan made by one a member of the Group to another an employee or director of any member of the Group identified in if the Structure Memorandum amount of that loan when aggregated with the amount of all loans to employees and other intra-directors by members of the Group loans made after 29th December, 2001 and prior to Closingdoes not exceed HUF 75,000,000 (or its equivalent) at any time; (ivv) subject the loan agreement between Xxxxxx Xx. as lender and Freestart Kft. as borrower dated on or about June 2002 as amended on 30th April, 2003 in an aggregate principal amount of HUF 196,000,000 maturing 2006; or (vi) Financial Indebtedness not otherwise allowed under the preceding sub-paragraphs the Base Currency Equivalent of which (when taken together with the aggregate actual or contingent liability under any guarantees permitted under Clause 19.12(c)(vi) (Third party guarantees)) does not exceed €3,000,000. (c) Any loan made between members of the Group must be on terms that: (i) the creditor of that loan (if an Obligor) shall grant security over its rights in respect of that loan in favour of the Lenders on terms acceptable to the Facility Agent (acting on the instructions of the Majority Lenders) and in accordance with Clause 19.29 (Security); (ii) each of the creditor and the debtor of that loan shall be an Obligor under and as defined in the Priority Agreement; and (iii) the creditor in respect of that loan may not take any action to cause that loan (or any related interest, fees or other amounts) to become due or to be paid: (A) in breach of the terms of the Priority Deed loans made pursuant to the Intra-Group Funding Agreement; or (vB) loans to Enodis plc which constitute if not already prohibited by paragraph (A), unless the making of Permitted Distributions or Permitted Additional Dividends; (vi) the Nobia AB vendor loan facility in the amount of L20,000,000 relating to the disposal by Enodis plc of Magnet Limited and various other of its Subsidiaries; (vii) loans made as non-Cash Consideration pursuant to a disposal permitted under Clause 23.6 (Disposals); (viii) loans made by members of the Group to other members of the Group which are not Obligors subject (where the lenders are Obligors) to a maximum aggregate principal amount at any time outstanding of L5,000,000; or (ix) loans made by any member of the Group in has sufficient readily available cash to pay the ordinary course of business, including, without limitation, to its employees, customers and suppliers, subject to a maximum aggregate principal amount outstanding at any time of L3,000,000sum which is due or demanded. (cd) The Company shall procure that within one month of Closing there is delivered A reference in this Subclause to the Facility Agent in form and substance satisfactory to it a schedule of all loans in respect of which any member of the Group was a creditor which were outstanding at Closing which evidences that includes (until the amounts referred to in paragraphs Facility Agent accepts the resignation of Xxxxxx Xx. under Clause 28.7 (b)(viiiResignation of Xxxxxx Xx.)) Xxxxxx Xx. and (ix) above were not exceeded at Closing in respect of such loans and to the extent that either or both of these amounts were exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in either or both of the amounts referred to in those paragraphs acceptable to the Finance Parties might be agreedits Subsidiaries.

Loans out. (a) Except as provided below, no member of the Group may be the creditor in respect of any Financial Indebtedness. (b) Paragraph (a) does not apply to: (i) trade credit extended by any member of the Group on normal commercial terms and in the ordinary course of its trading activities; (ii) loans made by members of the Group to other members of the Group which are Obligors; (iii) loans made by one member of the Group to another member of the Group identified in the Structure Memorandum and other intra-Group loans made after 29th December, 2001 and prior to Closing; (iv) subject to the terms of the Priority Deed loans made pursuant to the Intra-Group Funding Agreement; or (v) loans to Enodis plc which constitute the making of Permitted Distributions or Permitted Additional Dividends; (vi) the Nobia AB vendor loan facility in the amount of L20,000,000 £20,000,000 relating to the disposal by Enodis plc of Magnet Limited and various other of its Subsidiaries; (vii) loans made as non-Cash Consideration pursuant to a disposal permitted under Clause 23.6 (Disposals); (viii) loans made by members of the Group to other members of the Group which are not Obligors subject (where the lenders are Obligors) to a maximum aggregate principal amount at any time outstanding of L5,000,000£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 L3,000,000£3,000,000. (c) The Company shall procure that within one month of Closing there is delivered to the Facility Agent in form and substance satisfactory to it a schedule of all loans in respect of which any member of the Group was a creditor which were outstanding at Closing which evidences that the amounts referred to in paragraphs (b)(viii) and (ix) above were not exceeded at Closing in respect of such loans and to the extent that either or both of these amounts were exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in either or both of the amounts referred to in those paragraphs acceptable to the Finance Parties might be agreed.

Loans out. (a) Except as provided in paragraph (b) below, no member of the 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 Group to its customers on normal commercial terms and in the ordinary course of its trading activities; (ii) loans made any loan by members one Obligor to another Obligor or by a member of the Group to other members a Non-Obligor provided that the terms of the Group which paragraph (c) below are Obligors;complied with. (iii) loans made by one member to directors and employees of members of the Group in order to another member of the Group identified purchase shares in the Structure Memorandum and other intra-Group loans made after 29th December, 2001 and prior Company to Closingthe extent permitted by Clause 19.15 (Share capital); (iv) subject loans to Joint Ventures to the terms of the Priority Deed loans made pursuant to the Intra-Group Funding Agreementextent permitted by Clause19.27 (Joint Ventures); or (v) loans to Enodis plc Financial Indebtedness not otherwise allowed under the preceding subparagraphs which constitute (when taken together with the making of Permitted Distributions aggregate actual or Permitted Additional Dividends; (vi) the Nobia AB vendor loan facility in the amount of L20,000,000 relating to the disposal by Enodis plc of Magnet Limited and various other of its Subsidiaries; (vii) loans made as non-Cash Consideration pursuant to a disposal contingent liability under any guarantees permitted under Clause 23.6 19.12(b)(v) (DisposalsThird party guarantees); (viii) loans made by members of the Group to other members of the Group which are does not Obligors subject (where the lenders are Obligors) to a maximum aggregate principal amount at any time outstanding of L5,000,000; or (ix) loans made by any member of the Group in the ordinary course of business, including, without limitation, to its employees, customers and suppliers, subject to a maximum aggregate principal amount outstanding at any time of L3,000,000exceed USD500,000. (c) The Company Any loan made between members of the Group must be on terms that: (i) the creditor of that loan (if an Obligor) shall procure grant security over its rights in respect of that within one month loan in favour of Closing there is delivered the Lenders on terms acceptable to the Facility Agent (acting on the instructions of the Majority Lenders) and in form accordance with Clause 19.30 (Security); (ii) each of the creditor and substance satisfactory the debtor of that loan shall be party to it a schedule of all loans the Group Subordination Agreement as an Obligor under and as defined in the Group Subordination Agreement; and (iii) the creditor in respect of which that loan may not take any action to cause that loan (or any related interest, fees or other amounts) to become due or to be paid: (A) in breach of the terms of the Group Subordination Agreement; or (B) if not already prohibited by paragraph (A), unless the other member of the Group was a creditor has sufficient readily available cash to pay the sum which were outstanding at Closing which evidences that the amounts referred to in paragraphs (b)(viii) and (ix) above were not exceeded at Closing in respect of such loans and to the extent that either is due 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 agreeddemanded.

Loans out. (a) Except as provided permitted under paragraph (b) below, no member Obligor shall, and the Company shall procure that none of the Group may 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 its trading activitiesbusiness; (ii) loans a loan made by members to a Joint Venture if, when such loan would be made, such Joint Venture would be expressly permitted pursuant to paragraph (b) of the Group to other members of the Group which are ObligorsClause 26.8 (Joint Ventures); (iii) loans a loan made by one an Obligor to another Obligor or made by a member of the Group which is not an Obligor to another member of the Group identified in the Structure Memorandum and other intra-Group loans made after 29th December, 2001 and prior to ClosingGroup; (iv) subject a loan made by an Obligor to the terms a member of the Priority Deed 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 pursuant to the Intra-Group Funding Agreement; orin 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 to Enodis plc which constitute the making of Permitted Distributions or Permitted Additional Dividends; (vi) the Nobia AB vendor loan facility in the amount of L20,000,000 relating to the disposal by Enodis plc of Magnet Limited and various other of its Subsidiaries; (vii) loans made as non-Cash Consideration pursuant to a disposal permitted under Clause 23.6 (Disposals); (viii) loans made by between members of the Group to other members of the Group which are not Obligors subject (where the lenders are Obligors) to a maximum aggregate principal amount at any time outstanding of L5,000,000; or (ix) loans made by any member of the Group in the ordinary course of business, including, without limitation, 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 employees, customers and suppliers, subject 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 a maximum aggregate principal amount outstanding 3.00:1 (in the financial year 2011) or 2.50:1 (at any time of L3,000,000. (c) The Company shall procure that within one month of Closing there is delivered to thereafter), as determined on the Facility Agent in form and substance satisfactory to it a schedule of all loans in respect of which any member basis of the Group was a creditor which were outstanding at Closing which evidences that most recent financial statements delivered in accordance with Clause 24.1 (Financial statements) after taking into account the amounts referred to in paragraphs (b)(viii) and (ix) above were not exceeded at Closing in respect of such loans and to the extent that either or both of these amounts were exceeded the Parties agree to discuss in good faith with a view to determining whether an increase in either or both effect of the amounts referred to relevant loan on a pro forma basis for the relevant Testing Period) EUR 30,000,000 (or its equivalent in those paragraphs acceptable to the Finance Parties might be agreedany other currency or currencies).

Loans out. (a) Except as provided in paragraph (b) below, no member of the 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 Group to its customers on normal commercial terms and in the ordinary course of its trading activities; (ii) a loan by an Obligor to any employee or director of any Obligor which when aggregated with all other loans made by members to employees or directors of the Group to other members of the Group which are Obligorsall Obligors does not exceed e7,500,000; (iii) loans made any loan by one member KDVS to a non-Obligor which when aggregated with the amount of the Group to another member of the Group identified in the Structure Memorandum any loan permitted under sub-paragraph (v) below and other intra-Group loans made after 29th December, 2001 and prior to Closingany amount guaranteed under Clause 19.13(b)(viii) (Third party guarantees) does not exceed e20,000,000; (iv) subject to the terms any loan by a member of the Priority Deed Group not otherwise permitted by this paragraph (b) provided that the amount of all such loans made pursuant 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 the Intra-Group Funding Agreement; orbe guaranteed by Clause 19.13(b)(ix) (Third party guarantees)) shall not at any time exceed e20,000,000; (v) loans to Enodis plc any loan which constitute the making of Permitted Distributions or Permitted Additional Dividends;constitutes Unrestricted Subsidiary Funding; and (vi) the Nobia AB vendor loan facility any Permitted Distribution, provided that (A) 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 amount case of L20,000,000 relating to a KDG Operating Distribution, no Event of Default is outstanding, at the disposal by Enodis plc time of, or will be in existence immediately after, the making of Magnet Limited and various other of its Subsidiaries; (vii) loans made as non-Cash Consideration pursuant to a disposal permitted under Clause 23.6 (Disposals); (viii) loans made by members of the Group to other members of the Group which are not Obligors subject (where the lenders are Obligors) to a maximum aggregate principal amount at any time outstanding of L5,000,000; or (ix) loans made by any member of the Group in the ordinary course of business, including, without limitation, to its employees, customers and suppliers, subject to a maximum aggregate principal amount outstanding at any time of L3,000,000. (c) The Company shall procure that within one month of Closing there is delivered to the Facility Agent in form and substance satisfactory to it a schedule of all loans in respect of which any member of the Group was a creditor which were outstanding at Closing which evidences that the amounts referred to in paragraphs (b)(viiisuch Permitted Distribution) and (ixB) above were KDG may not exceeded at Closing in respect lend any amounts to KDVS or any 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 its Subsidiaries (other than an increase in either or both of the amounts referred to in those paragraphs acceptable to the Finance Parties might be agreedUnrestricted Subsidiary).