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;
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(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
RESPECT OF FINANCIAL INDEBTEDNESS OF ANOTHER MEMBER OF THE GROUP WHICH IS
PERMITTED UNDER SUB-PARAGRAPH (B)(III) OF CLAUSE 25.15 (NO GUARANTEES OR
INDEMNITIES) OR ANY OTHER GUARANTEE, INDEMNITY OR COUNTER INDEMNITY BY A MEMBER
OF THE GROUP WHICH IS PERMITTED UNDER CLAUSE 25.15 (NO GUARANTEES OR
INDEMNITIES);
(VI)
INDEBTEDNESS COVERED BY A BANK GUARANTEE OR BY A LETTER OF
CREDIT, GUARANTEE OR INDEMNITY ISSUED UNDER AN ANCILLARY FACILITY;
(VII)
FINANCIAL INDEBTEDNESS OWED BY ANY MEMBER OF THE GROUP
INCORPORATED OR OPERATING IN JAPAN AND/OR CHINA PURSUANT TO A REVOLVING CREDIT
FACILITY AGREEMENT PROVIDED SUCH FINANCIAL INDEBTEDNESS EXISTS AS AT THE DATE
HEREOF AND DOES NOT AND SHALL NOT AT ANY TIME EXCEED EUR3,000,000 (OR THE
EQUIVALENT THEREOF IN ANY OTHER CURRENCY OR CURRENCIES);
(VIII)
FINANCIAL INDEBTEDNESS IN RESPECT OF ANY DERIVATIVE TRANSACTION
PERMITTED UNDER CLAUSE 25.12 (TREASURY TRANSACTIONS);
(IX)
THE ISSUE OF THE PATTERSON NOTE WHERE SUCH ISSUE TAKES
PLACE AFTER 30 SEPTEMBER 2007; AND
(X)
INDEBTEDNESS ADDITIONAL TO THAT REFERRED TO IN
SUB-PARAGRAPHS (I) TO (IX) OF THIS CLAUSE 25.17 AND WHICH DOES NOT EXCEED EUR
150,000,000 (OR, IF THE NON-LEVERAGED CRITERIA HAS BEEN MET, EUR 200,000,000.
UPON THE UTILISATION OF ANY INCREMENTAL LOAN UNDER THE INCREMENTAL FACILITY THE
BASKET REFERRED TO IN THIS PARAGRAPH (X) SHALL BE REDUCED BY THE AMOUNT OF SUCH
INCREMENTAL LOAN (OR ITS EQUIVALENT IN ANY OTHER CURRENCY OR CURRENCIES) IN AN
AGGREGATE PRINCIPAL AMOUNT FOR THE GROUP TAKEN AS A WHOLE.
FOR THE PURPOSES OF
DETERMINING WHETHER THE MONETARY LIMIT IN THIS PARAGRAPH (X) HAS BEEN EXCEEDED
ANY GUARANTEE, INDEMNITY OR COUNTER INDEMNITY OBLIGATION IN RESPECT OF OTHER
FORMS OF FINANCIAL INDEBTEDNESS FALLING WITHIN THIS PARAGRAPH (X) SHALL NOT BE
DOUBLE COUNTED.
25.18
INSURANCE
The Company shall ensure that the Group maintains insurances which are at least
at the levels and provide for coverages consistent with recent historical
practices as at the Closing Date.
25.19
PENSIONS
(A)
THE COMPANY SHALL ENSURE THAT ADEQUATE
CONTRIBUTIONS ARE MADE TO PENSION SCHEMES OPERATED BY OR MAINTAINED FOR THE
BENEFIT OF MEMBERS OF THE GROUP AND/OR ANY OF ITS EMPLOYEES AND SUCH PENSION
SCHEMES ARE FULLY FUNDED (WHERE REQUIRED BY LAW) BASED ON REASONABLE ACTUARIAL
ASSUMPTIONS AND RECOMMENDATIONS AND ARE OPERATED OR MAINTAINED AS REQUIRED BY
LAW IN EACH CASE WHERE FAILURE TO DO SO WOULD LIKELY HAVE A MATERIAL ADVERSE
EFFECT.
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(B)
THE COMPANY SHALL DELIVER TO THE
FACILITY AGENT UPON ITS REASONABLE REQUEST DURING THE CONTINUANCE OF A DEFAULT,
AND IN ANY EVENT AT SUCH TIME AS