OTHER BANKS WITH
WHOM ANY
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MEMBER OF THE GROUP MAINTAINS A BANKING RELATIONSHIP IN THE ORDINARY COURSE OF
BUSINESS;
(XII)
ANY SECURITY CREATED TO SECURE LOANS BY ANY MEMBER OF THE
GROUP TO ANOTHER MEMBER OF THE GROUP AS PROVIDED IN SUB-PARAGRAPHS (B)(I),
(B)(III) AND (B) (IV) OF CLAUSE 25.14 (LOAN AND CREDIT);
(XIII)
SECURITY IN FAVOUR OF A BANK OVER GOODS AND DOCUMENTS OF
TITLE ARISING IN THE ORDINARY COURSE OF DOCUMENTARY CREDIT TRANSACTIONS ENTERED
INTO BY A MEMBER OF THE GROUP IN THE ORDINARY COURSE OF BUSINESS UP TO AN
AGGREGATE AMOUNT NOT EXCEEDING EUR 15,000,000;
(XIV)
ANY SECURITY ARISING BY OPERATION OF LAW IN FAVOUR OF ANY
GOVERNMENTAL, STATE OR LOCAL TAX AUTHORITY IN RESPECT OF TAXES (1) THAT ARE NOT
YET DUE OR (2) FOR WHICH ADEQUATE RESERVES ARE BEING MAINTAINED, THE PAYMENT OF
WHICH IS CONTESTED IN GOOD FAITH AND CAN BE LAWFULLY WITHHELD;
(XV)
QUASI SECURITY WHICH MAY HAVE ARISEN AS A RESULT OF THE
PERMITTED BENSHEIM DISPOSAL; AND
(XVI)
ANY SECURITY IN ADDITION TO THAT WITHIN SUB-PARAGRAPHS (I) TO
(XV) ABOVE AND SECURING INDEBTEDNESS IN AGGREGATE NOT EXCEEDING AT ANY ONE TIME
EUR 30,000,000 OR ITS EQUIVALENT; OR IF THE NON-LEVERAGED CRITERIA ARE SATISFIED
EUR 60,000,000 OR ITS EQUIVALENT.
25.12
TREASURY TRANSACTIONS
No Obligor shall (and the Company will procure that no member of the Group will)
enter into Treasury Transaction, other than:
(A)
SPOT AND FORWARD DELIVERY FOREIGN
EXCHANGE CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS OF A MEMBER
OF THE GROUP AND NOT FOR SPECULATIVE PURPOSES;
(B)
ANY TREASURY TRANSACTION ENTERED INTO
FOR THE HEDGING OF ACTUAL OR PROJECTED REAL EXPOSURES ARISING IN THE ORDINARY
COURSE OF TRADING ACTIVITIES OF A MEMBER OF THE GROUP (AND NOT FOR SPECULATIVE
PURPOSES).
25.13
ARM'S LENGTH BASIS
(A)
EXCEPT AS PERMITTED BY PARAGRAPH (B)
BELOW, NO OBLIGOR SHALL (AND THE COMPANY SHALL ENSURE NO MEMBER OF THE GROUP
WILL) ENTER INTO ANY TRANSACTION WITH ANY PERSON EXCEPT ON ARM'S LENGTH TERMS OR
BETTER (FROM THE GROUP'S PERSPECTIVE).
(B)
THE FOLLOWING TRANSACTIONS SHALL NOT BE
A BREACH OF THIS CLAUSE 25.12:
(I)
PAYMENT OF REASONABLE FEES AND COSTS FOR NON
EXECUTIVE DIRECTORS OF ANY MEMBER OF THE GROUP WHO ARE NOMINEES OF THE
INVESTORS;
(II)
AMOUNTS PAID TO SIRONA HOLDINGS LUXCO SCA UNDER
SUB-PARAGRAPH (B)(III) OF CLAUSE 25.16 (DIVIDENDS, SHARE CAPITAL REDEMPTIONS AND
PAYMENTS ON SUBORDINATED DEBT);
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(III)
THE AMOUNT ENVISAGED TO BE PAID TO THE INVESTORS PURSUANT
TO CLAUSE 25.16 (DIVIDENDS, SHARE CAPITAL REDEMPTIONS AND PAYMENTS ON
SUBORDINATED DEBT);
(IV)
INTRA GROUP LOANS PERMITTED UNDER CLAUSE 25.14 (LOANS AND
CREDIT);
(V)
ANY PAYMENT OF REFINANCING COSTS AS ENVISAGED IN THE
FUNDS FLOW MEMORANDUM;
(VI)
FEES, COSTS AND EXPENSES PAYABLE UNDER THE FINANCE
DOCUMENTS IN THE AMOUNTS SET OUT IN THE FINANCE DOCUMENTS DELIVERED TO THE
FACILITY AGENT UNDER CLAUSE 4.1 (INITIAL CONDITIONS PRECEDENT); AND
(VII)
ANY AMOUNTS AGREED BY THE FACILITY AGENT (ACTING ON THE
INSTRUCTIONS OF THE MAJORITY LENDERS).
25.14
LOANS AND CREDIT
(A)
UNLESS THE NON-LEVERAGED