Amphenol Invotec Limited

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THE UNPAID PRINCIPAL OF AND INTEREST ON THE ENGLISH LOANS (AS DEFINED) AND ALL O THER OBLIGATIONS AND LIABILITIES OF THE ENGLISH BORROWER OR ENGLISH BIDCO (AS DE FINED), AS THE CASE MAY BE, TO CHASE (AS DEFINED), THE ENGLISH AGENT,THE ENGLISH ISSUING LENDER (AS DEFINED) OR TO THE E NGLISH LENDERS (AS DEFINED), WHETHER DIR ECT OR INDIRECT, ABSOLUTE OR CONTINGENT, DUE OR TO BECOME DUE, OR NOW EXISTING O R HEREAFTER INCURRED, WHICH MAY ARISE UN DER, OUT OF, OR IN CONNECTION WITH THE F INANCE DOCUMENTS (AS DEFINED), WHETHER O N ACCOUNT OF PRINCIPAL, INTEREST, REIMBU RSEMENT OBLIGATIONS, FEES, INDEMNITIES, COSTS, EXPENSES OR OTHERWISE,

THE UNPAID PRINCIPAL OF AND INTEREST ON (INCLUDING, WITHOUT LIMITATION, INTEREST ACCRUING AFTER THE MATURITY OF THE ENGL ISH LOANS (AS DEFINED THEREIN) ,AND INTE REST ACCRUING AFTER THE FILING OF ANY PE TITION IN BANKRUPTCY,OR THE COMMENCEMENT OF ANY INSOLVENCY,REORGANISATION OR LIK E PROCEEDING,RELATING TO THE ENGLISH BOR ROWER,WHETHER OR NOT A CLAIM FOR POST-FI LING OR POST-PETITION INTEREST IS ALLOWE D IN SUCH PROCEEDINGS) THE ENGLISH LOANS AND ALL OTHER OBLIGATIONS AND LIABILITI ES OF THE ENGLISH BORROWEER TO CHASE MAN HATTAN BANK,ACTING THROUGH ITS LONDON BR ANCH,THE ENGLISH AGENT OR TO THE ENGLISH LENDERS (AS DEFINED THEREIN),WHETHER DI RECT OR INDIRECT,ABSOLUTE OR CONTINGENT, DUE OR TO BECOME DUE,OR NOW EXISTING OR HEREAFTER INCURRED,WHICH MAY ARISE UNDER ,OUT OF,OR IN CONNECTION WITH THE FINANC E DOCUMENTS (AS DEFINED THEREIN),WHETHER ON ACCOUNT OF PRINCIPAL,INTEREST,REIMBU RSEMENT OBLIGATIONS,FEES,INDEMNITIES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMI TATION,ALL FEES AND DISBURSEMENTS OF COU NSEL TO THE ENGLISH AGENT OR THE ENGLISH LENDERS THAT ARE REQUIRED TO BE PAID B Y THE ENGLISH BORROWER PURSUANT TO THE T HE TERMS OF THE AGREEMENT OR OTHERWISE ( THE "SECURED LIABILITIES") PROVIDED ALWA YS THAT ANY OBLIGATION WHICH,IF IT WERE SO INCLUDED WITHIN THE DEFINITION OF "SE CURED LIABILITIES",WOULD RESULT IN THE G UARANTEE AND DEBENTURE CONTRAVENING SECT ION 151 OF THE COMPANIES ACT 1985 SHALL NOT BE INCLUDED WITHIN THE DEFINITION OF 2SECURED LIABILITIES"

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