Agreement, the refinancing of
certain existing Indebtedness of the Target, the payment of
115
Transaction Expenses and any other transactions relating to the foregoing, if
any of the following events, circumstances or conditions shall be present:
(I)
ALL OUTSTANDING EQUITY INTERESTS IN WHATEVER FORM OF EACH RESTRICTED
SUBSIDIARY OWNED DIRECTLY BY THE US BORROWER (AFTER GIVING EFFECT TO THE
ACQUISITION) SHALL NOT HAVE BEEN PLEDGED PURSUANT TO THE PLEDGE AGREEMENT
PENDING THE CLOSING DATE (EXCEPT THAT THE US BORROWER SHALL NOT BE REQUIRED TO
PLEDGE MORE THAN 65% OF THE EQUITY INTERESTS OF ANY RESTRICTED FOREIGN
SUBSIDIARY TO SUPPORT THE OBLIGATIONS OF THE US BORROWER) OR ALL CERTIFICATES
REPRESENTING SUCH PLEDGED SECURITIES, ACCOMPANIED BY INSTRUMENTS OF TRANSFER AND
UNDATED STOCK POWERS ENDORSED IN BLANK, SHALL NOT HAVE BEEN DELIVERED TO THE
COLLATERAL ESCROW AGENT TO BE HELD IN ESCROW PURSUANT TO THE TERMS OF THE
FINANCING ESCROW AGREEMENT;
(II)
ANY FAILURE OF ANY CONDITION PRECEDENT SET FORTH IN SECTION 6.1 CLAUSES
(B) THROUGH (D) INCLUSIVE, 6.2(A) (EXCEPT, IN THE CASE OF SECTION 6.2(A), TO THE
EXTENT ANY ACTIONS ARE REQUIRED TO BE TAKEN BY A FOREIGN SUBSIDIARY), 6.2(I),
6.2(J), 6.3(A), 6.3(B), 6.3(C) (IN THE CASE OF SECTION 6.3(C), ONLY IF THE UK
BORROWER SHALL BE A BORROWER HEREUNDER ON THE FUNDING DATE), 6.6, 6.7, 6.8
(EXCEPT, IN THE CASE OF SECTIONS 6.6, 6.7 AND 6.8, TO THE EXTENT SUCH SECTIONS
RELATE TO A FOREIGN SUBSIDIARY, OTHER THAN THE UK BORROWER IF THE UK BORROWER
SHALL BE A BORROWER HEREUNDER ON THE FUNDING DATE) OR 6.11 TO BE SATISFIED TO
THE EXTENT THAT SUCH CONDITION RELATES DIRECTLY TO (X) THE US BORROWER OR
(Y) ANY RESTRICTED SUBSIDIARY THAT IS A MEMBER OF THE ROCKWOOD GROUP THAT IS
LEGALLY ABLE TO SATISFY SUCH CONDITION, PROVIDED THAT, IN THE CASE OF THIS
CLAUSE (Y), EACH RESTRICTED SUBSIDIARY THAT IS A MEMBER OF THE ROCKWOOD GROUP
SHALL HAVE USED REASONABLE EFFORTS TO AVOID ANY SUCH LEGAL PROHIBITION;
(III)
ANY DEFAULT OF ANY COVENANT IN THE FIRST SENTENCE OF SECTION 9.17;
(IV)
ANY EVENT DESCRIBED IN SECTION 11.5 SHALL OCCUR WITH RESPECT TO THE US
BORROWER OR THE UK BORROWER, PROVIDED THAT, IN THE CASE OF ANY SUCH EVENT WITH
RESPECT TO THE UK BORROWER, THE LENDERS SHALL NOT BE REQUIRED TO MAKE ANY LOAN
TO THE UK BORROWER BUT INSTEAD SHALL BE REQUIRED TO MAKE SUCH LOAN TO THE US
BORROWER SUBJECT TO THE TERMS OF SECTION 6 AND THIS SECTION 7.3;
(V)
THE US BORROWER OR THE UK BORROWER SHALL FAIL TO PAY ANY AMOUNTS DUE AND
PAYABLE UNDER THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT OR THE FEE LETTER;
(VI)
ANY CREDIT DOCUMENT OR ANY MATERIAL PROVISION THEREOF SHALL CEASE TO BE IN
FULL FORCE AND EFFECT WITH RESPECT TO THE US BORROWER OR ANY RESTRICTED
SUBSIDIARY THAT IS A MEMBER OF THE ROCKWOOD GROUP (OTHER THAN (X) PURSUANT TO
THE TERMS HEREOF OR THEREOF, (Y) AS A RESULT OF ACTS OR OMISSIONS OF THE
ADMINISTRATIVE AGENT OR ANY LENDER OR (Z)