OR ARRANGEMENTS WHICH DO NOT AT ANY TIME
EXCEED £10,000,000 IN AGGREGATE;
(VIII)
INDEBTEDNESS IN RESPECT OF ANY DERIVATIVE TRANSACTION WHICH IS
A HEDGING AGREEMENT;
(IX)
A GUARANTEE OR INDEMNITY ENTERED INTO BY A MEMBER OF THE
GROUP IN FAVOUR OF A BANK IN THE ORDINARY COURSE OF ITS BANKING ARRANGEMENTS FOR
THE PURPOSE OF NETTING DEBIT AND CREDIT BALANCES OF MEMBERS OF THE GROUP;
(X)
ANY LIABILITY INCURRED IN CONNECTION WITH THE
REQUIREMENT OF ANY MEMBER OF THE GROUP TO PAY LOCAL MUNICIPAL OR LOCAL OR
GOVERNMENTAL AUTHORITY OR ITS EQUIVALENT THEREOF CHARGES OR SUCH CHARGES
DESIGNATED AS SUCH BY THE PARENT OR ANY MEMBER OF THE GROUP, WHERE ANY PAYMENT
THEREOF IS DEFERRED FOR A PERIOD OF MORE THAN 90 DAYS;
(XI)
THE EXISTING RETAINED FACILITIES TO THE EXTENT OF THE
COMMITMENTS UNDER SUCH EXISTING RETAINED FACILITIES AT THE DATE OF THIS
AGREEMENT; OR
80
(XII)
INTEREST ACCRUED BUT UNPAID UNDER THE EXISTING RETAINED
INTER-COMPANY FACILITIES PROVIDED THAT THE AGGREGATE AMOUNT OF SUCH INTEREST
DOES NOT AT ANY TIME EXCEED £18,400,000;
(XIII)
FINANCIAL INDEBTEDNESS INCURRED IN RESPECT OF THE EXISTING
DEFERRED CONSIDERATION; OR
(XIV)
ANY FINANCIAL INDEBTEDNESS INCURRED BY OVERSEAS SUBSIDIARIES,
THE AGGREGATE AMOUNT OF WHICH DOES NOT AT ANY TIME EXCEED €25,000,000 (OR ITS
EQUIVALENT IN OTHER CURRENCIES).
25.17
INSURANCE
Each Obligor shall (and the Parent shall ensure that each member of the Group
will):
(A)
MAINTAIN INSURANCES ON AND IN RELATION
TO ITS BUSINESS AND ASSETS AGAINST FIRE AND SUCH OTHER RISKS TO THE EXTENT AS IS
USUAL FOR COMPANIES CARRYING ON THE SAME OR SUBSTANTIALLY SIMILAR BUSINESS AND
REASONABLY SATISFACTORY TO THE FACILITY AGENT;
(B)
ENSURE THAT ALL INSURANCES MUST BE WITH
REPUTABLE INDEPENDENT INSURANCE COMPANIES OR UNDERWRITERS;
(C)
ENSURE THAT THE INTEREST OF THE
SECURITY TRUSTEE (ON BEHALF OF THE SECURED PARTIES) IS NOTED ON ANY POLICY OF
INSURANCE;
(D)
PROMPTLY PAY ALL PREMIUMS AND DO ALL
SUCH OTHER THINGS WITHIN ITS POWER REQUIRED TO KEEP EACH INSURANCE IN FULL FORCE
AND EFFECT AND NOT LIABLE TO BE AVOIDED OR TO HAVE ANY CLAIM THEREUNDER REFUSED;
AND
(E)
PROMPTLY AND WHEN REQUESTED BY THE
FACILITY AGENT SUPPLY TO OR MAKE AVAILABLE TO THE FACILITY AGENT COPIES OF ALL
SUCH POLICIES OF INSURANCE.
25.18
GUARANTOR GROUP AND SECURITY COVERAGE
(A)
THE PARENT SHALL ENSURE THAT AT ALL
TIMES AFTER THE DATE OF THIS AGREEMENT:
(I)
THE AGGREGATE OF THE UNCONSOLIDATED EARNINGS BEFORE
INTEREST, TAX, DEPRECIATION AND AMORTISATION CALCULATED ON THE SAME BASIS AS
EBITDA (AS DEFINED IN CLAUSE 24 (FINANCIAL COVENANTS)) OF EACH OF THE GUARANTORS
(BUT IGNORING LOSSES BEFORE INTEREST AND TAX OF ANY GUARANTOR) AND THE AGGREGATE
GROSS ASSETS AND TURNOVER (WITHOUT DOUBLE COUNTING) OF THE GUARANTORS REPRESENTS
NOT LESS THAN (AS APPROPRIATE) 75% IN RESPECT OF EACH RELEVANT PERIOD ENDING ON
OR PRIOR TO 31 OCTOBER 2005, AND 65% IN RESPECT OF EACH RELEVANT PERIOD ENDING
THEREAFTER, OF EBITDA (AS DEFINED IN CLAUSE 24 (FINANCIAL COVENANTS))
CONSOLIDATED GROSS ASSETS AND CONSOLIDATED TURNOVER OF THE GROUP; AND
(II)
THE AGGREGATE OF THE