a similar effect for the benefit of any
person or any other assurance against loss.
(A)
EXCEPT AS PERMITTED UNDER PARAGRAPH (B)
BELOW NO OBLIGOR SHALL (AND THE COMPANY SHALL PROCURE THAT NO MEMBER OF THE
GROUP WILL) GIVE ANY GUARANTEE IN RESPECT OF ANY OBLIGATION OF ANY PERSON.
(B)
PARAGRAPH (A) DOES NOT APPLY TO A
GUARANTEE WHICH IS:
(I)
ANY GUARANTEE TO BE GIVEN OR TO REMAIN OUTSTANDING
AFTER THE NON-LEVERAGED CRITERIA HAS BEEN MET;
(II)
GIVEN IN CONNECTION WITH CREDIT GRANTED TO A MEMBER OF
THE GROUP UNDER ANY DEFERRED PURCHASE AGREEMENT ENTERED INTO IN THE ORDINARY
COURSE OF TRADE AND UPON TERMS USUAL FOR SUCH TRADE AND IS:
(A)
A GUARANTEE GIVEN BY A MEMBER OF THE GROUP FOR THE
OBLIGATIONS OF MEMBER OF THE GROUP UNDER THAT DEFERRED PURCHASE AGREEMENT; OR
(B)
A GUARANTEE GIVEN BY A MEMBER OF THE GROUP IN RESPECT OF A
GUARANTEE, INDEMNITY, BOND, STANDBY OR DOCUMENTARY LETTER OF CREDIT OR OTHER
INSTRUMENT ISSUED BY A BANK OR FINANCIAL INSTITUTION (ON NORMAL COMMERCIAL
TERMS) TO SUPPORT THE OBLIGATIONS OF A MEMBER OF THE GROUP UNDER THAT DEFERRED
PURCHASE AGREEMENT;
(III)
GIVEN BY A MEMBER OF THE GROUP IN RESPECT OF THE
OBLIGATIONS OF ANOTHER MEMBER OF THE GROUP AND WOULD, IF IT WERE A LOAN BY THAT
MEMBER OF THE GROUP TO THE OTHER MEMBER OF THE GROUP, BE PERMITTED UNDER
SUB-PARAGRAPH (B)(II) TO (III) OF CLAUSE 25.14 (LOANS AND CREDIT);
100
(IV)
A COUNTER-INDEMNITY GIVEN IN FAVOUR LANDESBANK
HESSEN-THÜRINGEN (HELABA) IN RELATION TO A GUARANTEE ISSUED BY LANDESBANK
HESSEN-THÜRINGEN (HELABA) ON ACCOUNT OF CONTINGENT LIABILITIES OF MEMBERS OF THE
GROUP RELATING TO OLD AGE PART-TIME WORK (ALTERSTEILZEIT) PROVIDED THE AGGREGATE
AMOUNT (ACTUAL AND CONTINGENT) OF SUCH COUNTER-INDEMNITY DOES NOT AT ANY TIME
EXCEED EUR 3,000,000 (OR THE EQUIVALENT THEREOF IN ANY OTHER CURRENCY OR
CURRENCIES);
(V)
A GUARANTEE (OTHER THAN A GUARANTEE REFERRED TO IN
SUB-PARAGRAPHS (I) TO (IV) ABOVE) GRANTED BY A MEMBER OF THE GROUP IN FAVOUR OF
ANY OTHER PERSON PROVIDED THAT THE AGGREGATE AMOUNT OF ALL SUCH GUARANTEES, WHEN
AGGREGATED WITH THE AGGREGATE AMOUNT OF ALL OTHER INVESTED FUNDS AT THE TIME OF
SUCH GUARANTEE, DOES NOT EXCEED THE GENERAL INVESTMENTS THRESHOLD, PROVIDED
FURTHER THAT NO EVENT OF DEFAULT IS OUTSTANDING AT SUCH TIME OR WOULD ARISE AS A
RESULT THEREOF.
25.16
DIVIDENDS, SHARE CAPITAL REDEMPTIONS AND PAYMENTS ON
SUBORDINATED DEBT
(A)
UNLESS THE NON-LEVERAGED CRITERIA HAS
BEEN MET, THE COMPANY SHALL NOT:
(I)
DECLARE, MAKE OR PAY ANY DIVIDEND, CHARGE, FEE OR
OTHER DISTRIBUTION ON OR IN RESPECT OF ITS SHARE CAPITAL (OR ANY CLASS OF ITS
SHARE CAPITAL);
(II)
REPAY OR DISTRIBUTE ANY DIVIDEND OR SHARE PREMIUM
RESERVE;
(III)
MAKE ANY REDEMPTION, REPURCHASE, RETIREMENT, DISPOSAL,
RETURN, REPAYMENT OR REDUCTION BY A COMPANY OF ITS SHARE CAPITAL AND ANY
REDEMPTION OR REDUCTION BY A COMPANY OF ITS CAPITAL REDEMPTION OR OTHER RESERVE
(IV)
PAY OR ALLOW ANY MEMBER OF THE GROUP TO PAY ANY MANAGEMENT,
ADVISORY OR OTHER FEE TO OR TO THE ORDER