TO ANY MEMBER OF THE GROUP
FOR THE FINANCING OF THEIR AND ANY HOLDING COMPANY OF ANY MEMBER OF THE GROUP'S
REASONABLE ONGOING ADMINISTRATIVE COSTS (INCLUDING TAXES);
(III)
PAYMENT TO SIRONA HOLDINGS LUXCO SCA OF AN ADVISORY
AND/OR MANAGEMENT FEE NOT EXCEEDING IN AGGREGATE EUR 500,000 (OR THE EQUIVALENT
THEREOF IN ANY OTHER CURRENCY OR CURRENCIES) PER ANNUM;
(IV)
PAYMENTS TO ANY OF THE INVESTORS OF ANY REASONABLE FEES IN
CONNECTION WITH ANY ADVICE RELATING TO FUTURE MERGERS AND ACQUISITIONS;
(V)
PAYMENT OF AMOUNTS PERMITTED UNDER SUB-PARAGRAPH (B)(I)
OF CLAUSE 25.13 (ARM'S LENGTH BASIS) AND ALL OTHER REASONABLE OUT-OF POCKETS
EXPENSES PROPERLY INCURRED BY THE BOARD MEMBERS IN RELATION TO THE GROUP OR THE
FACILITIES,
98
which, in the case of payments under paragraphs (ii) through to (v), shall be
permitted provided that on the occurrence of an Event of Default which is
continuing, the aggregate amount of all payments under sub-paragraphs (ii),
(iii) and (iv) above shall not in aggregate exceed EUR 1,000,000 per annum (or
the equivalent thereof in any other currency or currencies), (ii) no Event of
Default is continuing or would occur immediately after that payment is made
provided further that any such payments which are not permitted to be made while
an Event of Default is continuing shall continue to accrue and the accrued
amount of such payment may subsequently be paid at any time while no Default is
continuing.
(C)
PARAGRAPH (A) ABOVE SHALL NOT APPLY TO
ANY PAYMENT PAID BY THE COMPANY OR ANY MEMBER OF THE GROUP IN ORDER TO ENABLE
THE REDEMPTION OF SHARE CAPITAL IN THE COMPANY OR ANY MEMBER OF THE GROUP HELD
BY SENIOR MANAGEMENT PROVIDED THAT THE AGGREGATE AMOUNT OF SUCH DIVIDEND SHALL
NOT EXCEED, WHEN AGGREGATED WITH THE AMOUNT OF ALL LOANS MADE UNDER
SUB-PARAGRAPH (B)(VI) OF CLAUSE 25.14 (LOANS AND CREDIT), EUR20,000,000 (OR THE
EQUIVALENT THEREOF IN ANY OTHER CURRENCY OR CURRENCIES) AND PROVIDED FURTHER NO
DEFAULT IS CONTINUING WHEN OR WOULD OCCUR IMMEDIATELY AFTER ANY SUCH PAYMENT IS
MADE.
25.17
FINANCIAL INDEBTEDNESS
(A)
EXCEPT AS PERMITTED UNDER PARAGRAPH (B)
BELOW, NO OBLIGOR SHALL (AND THE COMPANY SHALL ENSURE THAT NO MEMBER OF THE
GROUP WILL) INCUR OR ALLOW TO REMAIN OUTSTANDING ANY FINANCIAL INDEBTEDNESS.
(B)
PARAGRAPH (A) ABOVE DOES NOT APPLY TO
FINANCIAL INDEBTEDNESS WHICH IS:
(I)
MONIES BORROWED OR GUARANTEES OR INDEMNITIES OR
COUNTER-INDEMNITIES GIVEN UNDER THE FINANCE DOCUMENTS OR FINANCIAL INDEBTEDNESS
UNDER THE ANCILLARY DOCUMENTS;
(II)
MONIES BORROWED OR GUARANTEES OR INDEMNITIES OR COUNTER
INDEMNITIES GIVEN UNDER THE EXISTING SENIOR FACILITY AGREEMENT AND/OR EXISTING
MEZZANINE FACILITY AGREEMENT PROVIDED THAT ALL AMOUNTS OUTSTANDING UNDER SUCH
AGREEMENTS SHALL BE REPAID IN FULL ON THE CLOSING DATE;
(III)
ANY FINANCIAL INDEBTEDNESS UNDER THE LEASE AGREEMENT
RELATED TO THE PERMITTED BENSHEIM DISPOSAL;
(IV)
ANY FINANCIAL INDEBTEDNESS DISCLOSED IN SCHEDULE 13
(OVERVIEW LOANS AND SECURITIES SUBSIDIARIES) OR APPROVED BY THE MAJORITY
LENDERS;
(V)
MONIES BORROWED UNDER A LOAN FROM ANOTHER MEMBER OF THE
GROUP WHICH IS PERMITTED UNDER CLAUSE 25.14 (LOANS AND CREDIT), A GUARANTEE IN