Negative undertakings. The Chargor undertakes and agrees with the Security Trustee for the benefit of the [Asia Netcom Corporation Debenture] Finance Parties throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will not: (a) without the consent of the Security Trustee (acting on the instructions of the Majority Lenders) either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease, assign or otherwise dispose of all or any material part of the Collateral, except, disposals made in good faith for full consideration on an arm's length basis in the ordinary course of its business unless such disposal is of an asset which is material to the Borrower Group or assign, discount or factor any of the Receivables, and provided in all cases that such disposal does not, materially and adversely affect the ability of the Chargor to perform its respective obligations under this Deed or the rights of the Finance Parties under the Finance Documents; (b) other than the Permitted Security Interests, create or attempt or agree to create or permit to arise or exist any Security Interest over the Collateral or any interest therein (except under or pursuant to this Deed) unless contemporaneously therewith or prior thereto and subject to the prior written consent of the Security Trustee, the Indebtedness owing to the Finance Parties under this Deed is equally and rateably secured and to the intent of affording the Security Trustee's further and better security the Chargor agrees and declares that the rule in ▇▇▇▇▇▇▇'▇ Case or any other rule of law or equity shall not apply so as to affect or diminish in any way the Security Trustee's rights under this Deed provided always that upon the commencement of the winding-up of the Chargor or of this Deed ceasing for any reason to be binding on the Chargor or if the Security Trustee shall at any time receive notice (either actual or otherwise) of any Security Interest affecting the Collateral or any part of it or any such breach by the Chargor the Security Trustee may open new or separate accounts in the name of the Chargor in the Security Trustee's books and if the Security Trustee has not in fact opened such new or separate accounts the Security Trustee shall nevertheless be deemed to have done so at the time of such breach and as from that time all payments made by the Chargor to the Security Trustee shall (notwithstanding any legal or equitable rule or presumption to the contrary) be placed or deemed to have been placed to the credit of such new or separate accounts and shall not go in reduction of the amounts due by the Chargor to the Security Trustee at the time of such breach notwithstanding that such payments had been paid into the existing accounts of the Chargor or were shown to be credited to that Chargor's existing accounts on the Security Trustee's statements and the Security Trustee shall immediately after the time of such breach have an absolute right of appropriation of such payments; (i) sell, transfer or otherwise dispose of any of its assets on terms whereby it is or may be leased to or re-acquired or acquired by the Chargor or any of its affiliates; or (ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms, except for the discounting of bills or notes in the ordinary course of trading, [Asia Netcom Corporation Debenture] in circumstances where the transaction is entered into primarily as a method of raising finance or of financing the acquisition of an asset; (d) do or cause or permit to be done any act, matter or thing in or on or respecting the Collateral which shall contravene the provisions of any ordinance, order, rule or regulation now or hereafter affecting the same unless such contravention could not reasonably be expected to have a material adverse effect on the rights of the Finance Parties under the Finance Documents or the ability of the Chargor to perform its obligations hereunder; (e) do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value of the Security Interest created in favour of the Security Trustee hereunder; (f) transfer, sell, lend or otherwise dispose of any of the Collateral, and, in particular not to exercise the statutory or other powers of making leases or of accepting or agreeing to accept surrenders of leases, nor to part with possession of, nor grant any licence or right to occupy, any of the freehold or leasehold property for the time being owned by the Chargor, but so that the Chargor may dispose of property and assets which are for the time being subject to the floating charge contained in Clause 4 by sale by way of bargain made at arms length in the usual course of the Chargor's day-to-day trading; and (g) not, without the prior written consent of the Security Trustee, to enter into any debtor-creditor relationship (as a debtor) with any third party, including related or associated companies of the Chargor, except in the ordinary course of business of the Chargor.
Appears in 2 contracts
Sources: Debenture (China Netcom Group CORP (Hong Kong) LTD), Debenture (China Netcom Group CORP (Hong Kong) LTD)
Negative undertakings. The Chargor Each of the Chargors severally undertakes and agrees with the Security Trustee for the benefit of the [Asia Netcom Corporation Debenture] Finance Parties throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will not:
(a) without the consent of the Security Trustee (acting on the instructions of the Majority Lenders) either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, [Singapore Group Debenture] lease, assign or otherwise dispose of all or any material part of the Collateral, except, except disposals made in good faith for full consideration on an arm's length basis in the ordinary course of its business unless such disposal is of an asset which is material to the Borrower Group or assign, discount or factor any of the ReceivablesReceivables to an extent that would prejudice the rights of that Chargor, and provided in all cases that such disposal does not, materially and adversely affect the ability of the that Chargor to perform its respective obligations under this Deed or the rights of the Finance Parties under the Finance Documents;
(b) other than the Permitted Security Interests, create or attempt or agree to create or permit to arise or exist any Security Interest over the Collateral or any interest therein (except under or pursuant to this Deed) unless contemporaneously therewith or prior thereto and subject to the prior written consent of the Security Trustee, the Indebtedness owing to the Finance Parties under this Deed is equally and rateably secured and to the intent of affording the Security Trustee's further and better security the Chargor agrees Chargors agree and declares declare that the rule in ▇▇▇▇▇▇▇'▇ Case or any other rule of law or equity shall not apply so as to affect or diminish in any way the Security Trustee's rights under this Deed provided always that upon the commencement of the winding-up of any of the Chargor Chargors or of this Deed ceasing for any reason to be binding on any of the Chargor Chargors or if the Security Trustee shall at any time receive notice (either actual or otherwise) of any Security Interest affecting the Collateral or any part of it or any such breach by the any Chargor the Security Trustee may open new or separate accounts in the name of the any Chargor in the Security Trustee's books and if the Security Trustee has not in fact opened such new or separate accounts the Security Trustee shall nevertheless be deemed to have done so at the time of such breach and as from that time all payments made by the Chargor Chargors to the Security Trustee shall (notwithstanding any legal or equitable rule or presumption to the contrary) be placed or deemed to have been placed to the credit of such new or separate accounts and shall not go in reduction of the amounts due by the Chargor any Chargors to the Security Trustee at the time of such breach notwithstanding that such payments had been paid into the existing accounts of any of the Chargor Chargors or were shown to be credited to that Chargor's Chargors' existing accounts on the Security Trustee's statements and the Security Trustee shall immediately after the time of such breach have an absolute right of appropriation of such payments;
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby it is or may be leased to or re-acquired or acquired by the Chargor or any of its affiliates; or
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms, except for the discounting of bills or notes in the ordinary course of trading, [Asia Netcom Corporation Debenture] in circumstances where the transaction is entered into primarily as a method of raising finance or of financing the acquisition of an asset;
(d) do or cause or permit to be done any act, matter or thing in or on or respecting the Collateral which shall contravene the provisions of any ordinance, order, rule or regulation now or hereafter affecting the same unless such contravention could not reasonably be expected to have a material adverse effect on the rights of the Finance Parties under the Finance Documents or the ability of the Chargor to perform its obligations hereunder;
(e) do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value of the Security Interest created in favour of the Security Trustee hereunder;
(f) transfer, sell, lend or otherwise dispose of any of the Collateral, and, in particular not to exercise the statutory or other powers of making leases or of accepting or agreeing to accept surrenders of leases, nor to part with possession of, nor grant any licence or right to occupy, any of the freehold or leasehold property for the time being owned by the Chargor, but so that the Chargor may dispose of property and assets which are for the time being subject to the floating charge contained in Clause 4 by sale by way of bargain made at arms length in the usual course of the Chargor's day-to-day trading; and
(g) not, without the prior written consent of the Security Trustee, to enter into any debtor-creditor relationship (as a debtor) with any third party, including related or associated companies of the Chargor, except in the ordinary course of business of the Chargor.
Appears in 2 contracts
Sources: Debenture (China Netcom Group CORP (Hong Kong) LTD), Debenture (China Netcom Group CORP (Hong Kong) LTD)
Negative undertakings. The Chargor Each of the Chargors severally undertakes and agrees with the Security Trustee for the benefit of the [Asia Netcom Corporation Debenture] Finance Parties throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will not:
(a) without the consent of the Security Trustee (acting on the instructions of the Majority Lenders) either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease, assign or otherwise dispose of all or any material part of the Collateral, except, except disposals made in good faith for full consideration on an arm's length basis in the ordinary course of its business unless such disposal is of an asset which is material to the Borrower Group Group, or assign, discount or factor any of the Receivables, and provided in all cases that such disposal does not, materially and adversely affect the ability of the that Chargor to perform its respective obligations under this Deed or the rights of the Finance Parties under the Finance Documents;
(b) other than the Permitted Security Interests, create or attempt or agree to create or permit to arise or exist any Security Interest over the Collateral or any interest therein (except under or pursuant to this Deed) unless contemporaneously therewith or prior thereto and subject to the prior written consent of the Security Trustee, the Indebtedness owing to the Finance Parties under this Deed is equally and rateably secured and to the intent of affording the Security Trustee's further and better security the Chargor agrees Chargors agree and declares declare that the rule in ▇▇▇▇▇▇▇'▇ Case or any other rule of law or equity shall not apply so as to affect or diminish in any way the Security Trustee's rights under this Deed provided always that upon the commencement of the winding-up of any of the Chargor Chargors or of this Deed ceasing for any reason to be binding on any of the Chargor Chargors or if the Security Trustee shall at any time receive notice (either actual or otherwise) of any Security Interest affecting the Collateral or any part of it or any such breach by the any Chargor the Security Trustee may open new or separate accounts in the name of the any Chargor in the Security Trustee's books and if the Security Trustee has not in fact opened such new or separate accounts the Security Trustee shall nevertheless be deemed to have done so at the time of such breach and as from that time all payments made by the Chargor Chargors to the Security Trustee shall (notwithstanding any legal or equitable rule or presumption to the contrary) be placed or deemed to have been placed to the credit of such new or separate accounts and shall not go in reduction of the amounts due by the Chargor any Chargors to the Security Trustee at the time of such breach notwithstanding that such payments had been paid into the existing accounts of any of the Chargor Chargors or were shown to be credited to that Chargor's Chargors' existing accounts on the Security Trustee's statements and the Security Trustee shall immediately after the time of such breach have an absolute right of appropriation of such payments;
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby it is or may be leased to or re-acquired or acquired by the Chargor or any of its affiliates; or
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms, except for the discounting of bills or notes in the ordinary course of trading, [Asia Netcom Corporation Debenture] in circumstances where the transaction is entered into primarily as a method of raising finance or of financing the acquisition of an asset;
(d) do or cause or permit to be done any act, matter or thing in or on or respecting the Collateral which shall contravene the provisions of any ordinance, order, rule or regulation now or hereafter affecting the same unless such contravention could not reasonably be expected to have a material adverse effect on the rights of the Finance Parties under the Finance Documents or the ability of the Chargor to perform its obligations hereunder;
(e) do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value of the Security Interest created in favour of the Security Trustee hereunder;
(f) transfer, sell, lend or otherwise dispose of any of the Collateral, and, in particular not to exercise the statutory or other powers of making leases or of accepting or agreeing to accept surrenders of leases, nor to part with possession of, nor grant any licence or right to occupy, any of the freehold or leasehold property for the time being owned by the Chargor, but so that the Chargor may dispose of property and assets which are for the time being subject to the floating charge contained in Clause 4 by sale by way of bargain made at arms length in the usual course of the Chargor's day-to-day trading; and
(g) not, without the prior written consent of the Security Trustee, to enter into any debtor-creditor relationship (as a debtor) with any third party, including related or associated companies of the Chargor, except in the ordinary course of business of the Chargor.
Appears in 2 contracts
Sources: Debenture (China Netcom Group CORP (Hong Kong) LTD), Debenture (China Netcom Group CORP (Hong Kong) LTD)
Negative undertakings. The Chargor Each Borrower undertakes and agrees with the Security Trustee for the benefit each of the [Asia Netcom Corporation Debenture] Finance Parties throughout that, from the continuance date of this Deed Agreement and so long as the Secured Obligations or any part thereof remains moneys are owing that, unless the Security Trustee otherwise agrees in writing, it will not:
(a) without the consent of the Security Trustee (acting on the instructions of the Majority Lenders) either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease, assign or otherwise dispose of all or any material part of the Collateral, except, disposals made in good faith for full consideration on an arm's length basis in the ordinary course of its business unless such disposal is of an asset which is material to the Borrower Group or assign, discount or factor any of the Receivables, and provided in all cases that such disposal does not, materially and adversely affect the ability of the Chargor to perform its respective obligations under this Deed Agreement or the rights of the Finance Parties under the Finance Documents;
(b) other than the Permitted Security Interests, create or attempt or agree to create or permit to arise or exist any Security Interest over the Collateral or any interest therein (except under or pursuant to this Deed) unless contemporaneously therewith or prior thereto and subject to the prior written consent of the Security Trustee, the Indebtedness owing to the Finance Parties under this Deed is equally and rateably secured and to the intent of affording the Security Trustee's further and better security the Chargor agrees and declares that the rule in ▇▇▇▇▇▇▇'▇ Case or any other rule of law or equity shall not apply so as to affect or diminish in any way the Security Trustee's rights under this Deed provided always that upon the commencement of the winding-up of the Chargor or of this Deed ceasing remain available for any reason to be binding on the Chargor or if the Security Trustee shall at any time receive notice (either actual or otherwise) of any Security Interest affecting the Collateral or any part of it or any such breach drawing by the Chargor the Security Trustee may open new or separate accounts in the name of the Chargor in the Security Trustee's books and if the Security Trustee has not in fact opened such new or separate accounts the Security Trustee shall nevertheless be deemed to have done so at the time of such breach and as from that time all payments made by the Chargor to the Security Trustee shall (notwithstanding any legal or equitable rule or presumption to the contrary) be placed or deemed to have been placed to the credit of such new or separate accounts and shall not go in reduction of the amounts due by the Chargor to the Security Trustee at the time of such breach notwithstanding that such payments had been paid into the existing accounts of the Chargor or were shown to be credited to that Chargor's existing accounts on the Security Trustee's statements and the Security Trustee shall immediately after the time of such breach have an absolute right of appropriation of such payments;
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby it is or may be leased to or re-acquired or acquired by the Chargor or any of its affiliates; or
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms, except for the discounting of bills or notes in the ordinary course of trading, [Asia Netcom Corporation Debenture] in circumstances where the transaction is entered into primarily as a method of raising finance or of financing the acquisition of an asset;
(d) do or cause or permit to be done any act, matter or thing in or on or respecting the Collateral which shall contravene the provisions of any ordinance, order, rule or regulation now or hereafter affecting the same unless such contravention could not reasonably be expected to have a material adverse effect on the rights of the Finance Parties under the Finance Documents or the ability of the Chargor to perform its obligations hereunder;
(e) do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value of the Security Interest created in favour of the Security Trustee hereunder;
(f) transfer, sell, lend or otherwise dispose of any of the Collateral, and, in particular not to exercise the statutory or other powers of making leases or of accepting or agreeing to accept surrenders of leases, nor to part with possession of, nor grant any licence or right to occupy, any of the freehold or leasehold property for the time being owned by the Chargor, but so that the Chargor may dispose of property and assets which are for the time being subject to the floating charge contained in Clause 4 by sale by way of bargain made at arms length in the usual course of the Chargor's day-to-day trading; and
(g) notBorrowers, without the prior written consent of the Security TrusteeAgent acting on the instructions of the Majority Banks:
(a) Negative pledge: save for Permitted Encumbrances it will not permit any Encumbrance by any member of the Group to subsist, arise or be created or extended over all or any part of its present or future undertakings, assets, rights or revenues to secure or prefer any present or future Indebtedness of any member of the Group or any other person;
(b) No other Borrowed Money or finance transactions: it will not, and will procure that no other member of the Group will, incur or permit to exist on its behalf any obligations in respect of Borrowed Money, including Finance Leases, whether on or off balance sheet, to enter into any debtor-creditor relationship person, or any sale and leaseback except:
(as a debtori) with Borrowed Money arising from normal trade credit;
(ii) Borrowed Money in respect of receivables discounting facilities provided that the aggregate amount of such Borrowed Money does not exceed L5,000,000 (or its equivalent) at any third party, including related or associated companies time;
(iii) the Borrowed Money of any persons acquired by any member of the ChargorGroup pursuant to the D Acquisition provided that such Borrowed Money at no time exceeds Korean Won 28,600,000,000 (or its equivalent) in aggregate in respect of receivables discounting facilities (or any refinancing thereof by other receivables discounting facilities), except Korean Won 56,600,000,000 (or its equivalent) in aggregate in respect of debenture stock issued by D (or Korean Won 28,600,000,000 (or its equivalent) in aggregate in respect of any refinancing of such debenture stock) and Korean Won 23,600,000,000 (or its equivalent) in aggregate in respect of any other Borrowed Money of such acquired persons (or any refinancing thereof);
(iv) any Borrowed Money of any person (other than pursuant to the D Acquisition or the Lighthouse Acquisition) acquired by any member of the Group after the date of this Agreement, where such Borrowed Money was existing at the time of such acquisition and was not incurred in contemplation of, or in connection with, that acquisition and where no member of the Group other than the person so acquired has any obligation (actual or contingent) in respect of such Borrowed Money and where such Borrowed Money is repaid or otherwise discharged within 6 months of such acquisition;
(v) any Borrowed Money constituted by vendor loan notes issued or to be issued by any member of the Healthworld Group in accordance with the terms of any acquisition agreement entered into by a member of the Healthworld Group prior to the date of this Agreement and any bank guarantee facilities relating to such notes but not exceeding in aggregate L7,500,000;
(vi) Borrowed Money not exceeding Australian dollars 10,000,000 in aggregate in respect of working capital facilities made available in Australia to members of the Group;
(vii) Borrowed Money not exceeding L5,000,000 (or its equivalent) in respect of the cash management arrangements of the Group;
(viii) Borrowed Money in respect of the Facilities and (if clause 4.13 applies) the Existing Group Facilities provided that the principal amount of such facilities is not increased or (if clause 4.11 or 4.12 applies) the Existing Group Facilities provided that such facilities shall be repaid and cancelled in full on the First Drawdown Date;
(ix) Indebtedness in respect of Finance Leases provided that the aggregate amount of the principal element of the Indebtedness under such Finance Leases does not exceed L2,000,000 (or its equivalent) at any time;
(x) Borrowed Money owed to members of the Zenith Group;
(xi) External Refinancings provided that the Aggregate Net Proceeds thereof are applied in accordance with clause 8.6(a);
(xii) performance bonds issued by a member of the Group in respect of the obligations of another member of the Group in the ordinary course of trading;
(xiii) Derivatives Contracts entered into in accordance with clause 12.1(l);
(xiv) the Zenith Guarantee;
(xv) Borrowed Money owed by one member of the Group to another member of the Group in the ordinary course of business;
(xvi) Borrowed Money of the D Group in respect of guarantees issued by banks on behalf of the D Group to media authorities in Korea in connection with bona fide arrangements for maintenance of media accreditation; and
(xvii) Borrowed Money in addition to that permitted by clauses 12.2(b)(i) to (xvi) not exceeding L16,000,000 (or its equivalent) in aggregate at any given time;
(c) No merger: save pursuant to the Lighthouse Acquisition or with another member of the Group pursuant to a Group reorganisation on a solvent basis it will not permit an Obligor to merge with any other company or person in circumstances where the Obligor ceases to exist or where the obligations of such Obligor to the Finance Parties are detrimentally affected;
(d) Disposals: it will not and will procure that none of its Subsidiaries will sell, transfer, lend or otherwise dispose of or cease to exercise direct control over any Restricted Assets (whether by any of a Trade Sale, Flotation or otherwise and whether by one or a series of transactions related or not) except that disposals are permitted to the extent that:
(i) in any Fiscal Year, the Group does not dispose of Restricted Assets the aggregate Relevant Value of which is more than 15 per cent. of PBIT of the Group for the previous Fiscal Year calculated by reference to the relevant audited consolidated accounts of the Group. (For the purposes of this clause 12.2(d)(i), the "Relevant Value" of any Restricted Asset shall be that part of PBIT of the Group attributable to that Restricted Asset, calculated by reference to the 4 consecutive Fiscal Quarters ending with the latest Fiscal Quarter for which Quarterly Management Accounts have been delivered or, in the case of any Restricted Assets which are interests in freehold or leasehold property (or buildings and fixtures thereon), shall be the consideration (including any deferred consideration or purchase price adjustment receivable in the then current Fiscal Year) for such disposal);
(ii) the disposal is a transfer from one member of the Group to another member of the Group;
(iii) they are disposals of parts of the D Group as provided in the M.O.U.;
(e) Loans and guarantees: save as permitted under the terms of this Agreement, it will not, and will procure that none of its Subsidiaries will, make any loans, grant any credit (except for normal trade credit in the ordinary course of day-to-day trading) or give any guarantee save for:
(i) Permitted Guarantees to or for the benefit of any person;
(ii) loans and guarantees in any Fiscal Year where the amount of such loan or the amount of such guarantee (as the case may be), when aggregated with the consideration for acquisitions or investments over and above Permitted Acquisitions in such Fiscal Year which are funded out of the proceeds of Borrowed Money, does not exceed the relevant limits in clause 12.2(f) below; and
(iii) loans from one member of the Group to another entered into in the ordinary course of business;
(f) Acquisitions: save for Permitted Acquisitions, it will not, and will procure that none of its Subsidiaries will, acquire or make any investment in any companies, joint ventures or partnerships or other persons or acquire any businesses (or interests therein) funded in whole or in part out of the proceeds of Borrowed Money:
(i) save for investments in, or the acquisition of, businesses and companies which are related or complementary to the existing businesses of the Group and where the consideration funded out of the proceeds of Borrowed Money (which shall include for these purposes the amount of any deferred consideration which is so funded and payable in the then current Fiscal Year, the amount of Borrowed Money assumed by the Group as part of such acquisition and the amount payable in the then current Fiscal Year on the redemption of any shares or stock issued by any member of the Group as part of an acquisition or investment and which are redeemable at the option of the holder thereof or which mature or are mandatorily redeemable) payable by the Group in respect of all such acquisitions or investments in any Fiscal Year when aggregated with all loans made pursuant to clause 12.2(e)(ii) shall not exceed $40,000,000 (or its equivalent) ("acquisition allowance");
(ii) save for investments in, or the acquisition of, shares in the companies set out in the Group Structure Book as companies in which a member of the Group holds voting shares as at the date of the Group Structure Book; and any part of the acquisition allowance unused in a Fiscal Year may be carried forward to the next succeeding Fiscal Year only and any unused carried forward acquisition allowance shall be lost and deferred consideration for an acquisition shall be treated as reducing the acquisition allowance for the Fiscal Year in which it falls to be paid and shall not, when aggregated with the acquisition consideration paid in such Fiscal Year, exceed the acquisition allowance for that Fiscal Year;
(g) Change of business: it will not, and will procure that none of its Subsidiaries will make any material change to the general nature of its business which would constitute a material change in the nature of the business of the Chargor.Group taken as a whole from that carried on at the date of this Agreement;
Appears in 1 contract
Sources: Loan Agreement (Cordiant Communications Group PLC /Adr)
Negative undertakings. The Chargor 8.1 MDUI undertakes with Converium that, from the date of this Agreement until the earlier of (i) the date on which the Preference Shares have been redeemed in full and agrees with all amounts due pursuant to the Security Trustee for the benefit terms of the [Asia Netcom Corporation Debenture] Finance Parties throughout Preference Shares paid in full and; (ii) 1 January 2009 if no Preference Shares or Option Notice are then outstanding, without the continuance written consent of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writingConverium, it will not:
(a) without the consent and will procure that no member of the The Medical Defence Union Limited’s Group save for MDUIL will:
(i) create or permit to subsist any Security Trustee (acting Interest on the instructions whole or any part of its present or future property, assets or revenues;
(ii) sell or otherwise dispose of any of its assets on terms whereby such property or asset is or may be leased to or re-acquired or acquired by it or any other member of The Medical Defence Union Limited’s Group;
(iii) sell or otherwise dispose of any of its receivables on recourse terms, except for Permitted Security Interests and actions taken by MDU Services Limited and approved by a board resolution of that company in accordance with the Majority LendersShareholders’ Agreement;
(b) and will procure that no member of The Medical Defence Union Limited’s Group save for MDUIL will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease, assign lease or otherwise dispose of all or any material a substantial part of the Collateral, except, disposals made in good faith for full consideration on an arm's length basis in the ordinary course of its business unless such disposal is of an asset which is material to the Borrower Group their property or assign, discount or factor any of the Receivables, and provided in all cases that such disposal does not, materially and adversely affect the ability of the Chargor to perform its respective obligations under this Deed or the rights of the Finance Parties under the Finance Documents;
(b) other than the Permitted Security Interests, create or attempt or agree to create or permit to arise or exist any Security Interest over the Collateral assets or any interest therein (shares in MDUIL except under or pursuant to this Deed) unless contemporaneously therewith or prior thereto and subject to the prior written consent of the Security Trustee, the Indebtedness owing to the Finance Parties under this Deed is equally and rateably secured and to the intent of affording the Security Trustee's further and better security the Chargor agrees and declares that the rule in ▇▇▇▇▇▇▇'▇ Case or any other rule of law or equity following disposals shall not apply so as to affect or diminish in any way the Security Trustee's rights under this Deed provided always that upon the commencement of the winding-up of the Chargor or of this Deed ceasing for any reason to be binding on the Chargor or if the Security Trustee shall at any time receive notice (either actual or otherwise) of any Security Interest affecting the Collateral or any part of it or any such breach by the Chargor the Security Trustee may open new or separate accounts in the name of the Chargor in the Security Trustee's books and if the Security Trustee has not in fact opened such new or separate accounts the Security Trustee shall nevertheless be deemed to have done so at the time of such breach and as from that time all payments made by the Chargor to the Security Trustee shall (notwithstanding any legal or equitable rule or presumption to the contrary) be placed or deemed to have been placed to the credit of such new or separate accounts and shall not go in reduction of the amounts due by the Chargor to the Security Trustee at the time of such breach notwithstanding that such payments had been paid taken into the existing accounts of the Chargor or were shown to be credited to that Chargor's existing accounts on the Security Trustee's statements and the Security Trustee shall immediately after the time of such breach have an absolute right of appropriation of such payments;account:
(i) sell, transfer or otherwise dispose disposals made with the prior consent of any of its assets on terms whereby it is or may be leased Converium including pursuant to or re-acquired or acquired by the Chargor or any of its affiliates; orclause 6.4(b);
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms, except for the discounting of bills or notes in the ordinary course of trading, [Asia Netcom Corporation Debenture] in circumstances where the transaction is entered into primarily as a method of raising finance or of financing the acquisition of an asset;
(d) do or cause or permit to be done any act, matter or thing in or on or respecting the Collateral which shall contravene the provisions of any ordinance, order, rule or regulation now or hereafter affecting the same unless such contravention could not reasonably be expected to have a material adverse effect on the rights of the Finance Parties under the Finance Documents or the ability of the Chargor to perform its obligations hereunder;
(e) do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value of the Security Interest created in favour of the Security Trustee hereunder;
(f) transfer, sell, lend or otherwise dispose of any of the Collateral, and, in particular not to exercise the statutory or other powers of making leases or of accepting or agreeing to accept surrenders of leases, nor to part with possession of, nor grant any licence or right to occupy, any of the freehold or leasehold property for the time being owned by the Chargor, but so that the Chargor may dispose disposals of property and or assets which are for the time being subject to the floating charge contained in Clause 4 by sale by way of bargain made at arms length in the usual course of the Chargor's day-to-day trading; and
(g) not, without the prior written consent of the Security Trustee, to enter into any debtor-creditor relationship (as a debtor) with any third party, including related or associated companies of the Chargor, except in the ordinary course of business of the Chargordisposing entity;
(iii) disposals of property or assets in exchange for other property or assets comparable as to type and value; except for actions taken by MDU Services Limited and approved by a board resolution of that company in accordance with the Shareholders Agreement;
(c) and will procure that no member of The Medical Defence Union Limited’s Group save for MDUIL will incur or have outstanding any Borrowings other than (i) Borrowings incurred solely for the purpose of redeeming or purchasing the Preference Shares; or (ii) Permitted Borrowings; or (iii) Borrowings by MDU Services Limited that are approved by a board resolution of that company in accordance with the Shareholders Agreement;
(d) and will procure that no member of The Medical Defence Union Limited’s Group save for MDUIL will acquire any business (which for the avoidance of doubt does not include the shares in a dormant Subsidiary of The Medical Defence Union Limited held by The Medical Defence Union Limited or one of its Subsidiaries) other than an acquisition by MDU Services Limited with the agreement of the board of that company in accordance with the Shareholders Agreement;
(e) enter into any amalgamation, merger or reconstruction;
(f) and will procure that no member of The Medical Defence Union Limited’s Group save for MDUIL will incur any expenditure save in the ordinary course of business (save for expenditure by MDU Services Limited with the agreement of the board of that company in accordance with the Shareholders Agreement);
(g) and will procure that no member of The Medical Defence Union Limited’s Group save for MDUIL will incur any Capital Expenditure in excess of an aggregate amount of £150,000 per annum (save for expenditure by MDU Services Limited with the agreement of the board of that company in accordance with the Shareholders’ Agreement);
(h) and will procure that no other member of The Medical Defence Union Limited’s Group save for MDUIL will invest in any undertaking (as defined in the Companies Act 1985) or other entity save for: (i) an investment in an undertaking or entity that only carries out or will only carry out the business of providing professional indemnity cover on a discretionary basis, providing advice and assistance with medico-legal problems and claims related advice and assistance and risk management that The Medical Defence Union Limited’s Group and MDU Services Limited currently carries out; and (ii) provided that the undertaking or entity in which such investment is made becomes a Subsidiary of The Medical Defence Union Limited as a result of such investment.
Appears in 1 contract
Negative undertakings. The Chargor Guarantor hereby covenants and undertakes and agrees with the Security Trustee for Beneficiaries that, at any time prior to the benefit occurrence of the [Asia Netcom Corporation Debenture] Finance Parties throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will notDischarge Events:
(a) without the consent CHL SPV shall remain a wholly (i.e. 100%) owned direct subsidiary of the Security Trustee (acting on the instructions of the Majority Lenders) either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease, assign or otherwise dispose of all or any material part of the Collateral, except, disposals made in good faith for full consideration on an arm's length basis in the ordinary course of its business unless such disposal is of an asset which is material to the Borrower Group or assign, discount or factor any of the Receivables, and provided in all cases that such disposal does not, materially and adversely affect the ability of the Chargor to perform its respective obligations under this Deed or the rights of the Finance Parties under the Finance DocumentsGuarantor;
(b) upon the proposed occurrence of (i) any sale, transfer, assignment or other than disposition of all or substantially all of the Permitted Security Interestsassets of CHL or (ii) any merger, create reorganization or attempt consolidation of CHL (each of such event or agree transaction, the “Proposed Transaction”), CHL shall, immediately after the board of directors and shareholders’ meeting (or similar organ with the authority to create approve such transaction) approve such Proposed Transaction, notify Prax of the details of the Proposed Transaction in the form and substance reasonably acceptable to Prax for Prax’s review; provided that the Proposed Transaction does not have materially adverse affect on the Beneficiaries’ interests and rights under the Transaction Documents and any transferee, assignee or permit successor in the Proposed Transaction have provided Prax with written undertakings reasonably acceptable to arise Prax that it shall continue to perform, and cause its Affiliates to continue to perform, this Deed and the relevant Transaction Documents, Prax shall not unreasonably exercise its rights to revoke or exist any Security Interest over the Collateral or any interest therein (except under or pursuant to this Deed) unless contemporaneously therewith or prior thereto and subject object to the prior written consent Proposed Transaction and, if Prax does not serve any notice of the Security Trustee, the Indebtedness owing revocation of or objection to the Finance Parties under this Deed is equally and rateably secured and Proposed Transaction within ten (10) Business Days following its receipt of CHL’s notification, Prax shall be deemed as waiving its right to revoke or object to the intent of affording Proposed Transaction;
(c) the Security Trustee's further and better security the Chargor agrees and declares that the rule in ▇▇▇▇▇▇▇'▇ Case or any other rule of law or equity Guarantor shall not apply so as to affect or diminish in any way the Security Trustee's rights under this Deed provided always that upon the commencement of the winding-up of the Chargor or of this Deed ceasing for any reason to be binding on the Chargor or if the Security Trustee shall at any time receive notice (either actual or otherwise) of any Security Interest affecting the Collateral or any part of it or any such breach by the Chargor the Security Trustee may open new or separate accounts in the name of the Chargor in the Security Trustee's books and if the Security Trustee has not in fact opened such new or separate accounts the Security Trustee shall nevertheless be deemed to have done so at the time of such breach and as from that time all payments made by the Chargor to the Security Trustee shall (notwithstanding any legal or equitable rule or presumption to the contrary) be placed or deemed to have been placed to the credit of such new or separate accounts not, and shall not go in reduction of consent to, the amounts due by the Chargor to the Security Trustee at the time of such breach notwithstanding that such payments had been paid into the existing accounts of the Chargor or were shown to be credited to that Chargor's existing accounts on the Security Trustee's statements and the Security Trustee shall immediately after the time of such breach have an absolute right of appropriation of such payments;
(i) sell, transfer or otherwise dispose filing of any bankruptcy, insolvency, insolvent corporate reorganization, insolvent company arrangement, civil rehabilitation, special liquidation, moratorium, readjustment of its assets on terms whereby it is debt, appointment of a conservator, trustee, supervisor, inspector or may be leased to receiver, or re-acquired or acquired similar debtor relief by the Chargor or any of its affiliatesObligor; or
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms, except for the discounting of bills or notes in the ordinary course of trading, [Asia Netcom Corporation Debenture] in circumstances where the transaction is entered into primarily as a method of raising finance or of financing the acquisition of an asset;and
(d) do or cause the Guarantor shall not, and shall not consent to, authorize or permit any person to be done any actmortgage, matter or thing in or on or respecting the Collateral which shall contravene the provisions of any ordinancepledge, order, rule or regulation now or hereafter affecting the same unless such contravention could not reasonably be expected to have a material adverse effect on the rights of the Finance Parties under the Finance Documents or the ability of the Chargor to perform its obligations hereunder;
(e) do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value of the Security Interest created in favour of the Security Trustee hereunder;
(f) transferassign for security purposes, sell, lend convey, assign or otherwise dispose of transfer any of the Collateral, and, direct or indirect ownership in particular not to exercise the statutory or other powers of making leases or of accepting or agreeing to accept surrenders of leases, nor to part with possession of, nor grant any licence or right to occupy, any of the freehold or leasehold property for the time being owned by the Chargor, but so that the Chargor may dispose of property and assets which are for the time being subject to the floating charge contained in Clause 4 by sale by way of bargain made at arms length in the usual course of the Chargor's day-to-day trading; and
(g) not, without the prior written consent of the Security Trustee, to enter into any debtor-creditor relationship (as a debtor) with any third party, including related or associated companies of the Chargor, except in the ordinary course of business of the ChargorObligor.
Appears in 1 contract
Sources: Deed of Guarantee (China Housing & Land Development, Inc.)
Negative undertakings. The Chargor undertakes 26.1 Liens Each Obligor will not, and agrees with the Security Trustee for the benefit will not permit any of its Subsidiaries (other than a member of the [Asia Netcom Corporation Debenture] Finance Parties throughout CEAL Group to which the continuance CEAL Exception Conditions apply) to, create or permit to exist any Lien upon or with respect to any of this Deed and so long its respective property or assets, whether now owned or hereafter acquired other than the following (Liens described below are herein referred to as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will not:“Permitted Liens”):
(a) inchoate Liens for taxes, assessments or governmental charges or levies on its property if the same shall not at the time be delinquent or thereafter can be paid without the consent of the Security Trustee (acting on the instructions of the Majority Lenders) either in a single transaction penalty, or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease, assign or otherwise dispose of all or any material part of the Collateral, except, disposals made are being contested in good faith and by appropriate proceedings and for full consideration which adequate reserves in accordance with GAAP shall have been set aside on an arm's length basis its books;
(b) Liens imposed by law and other similar Liens arising in the ordinary course of business which (i) secure the payment of obligations not more than 90 days past due, (ii) are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books or (iii) in aggregate are immaterial;
(c) encumbrances or charges against Real Property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect or interfere with the use thereof in the business unless of such disposal is Obligor or such Subsidiaries;
(d) Liens existing on the date hereof which (i) are described in Part I of an asset which is material Schedule 10 (Existing Liens) or (ii) secure Capitalised Lease Obligations described in Part I of Schedule 10 (Existing Liens), to the Borrower Group extent consisting of lessors’ rights in property subject to Capitalised Leases, which Liens may not be renewed, extended or assigngranted to secure refunding or refinancing Indebtedness, discount except (x) for renewals, extensions, refundings or factor any refinancings of Third Party Existing Indebtedness effected pursuant to Clause 26.4(b) (Indebtedness) and (y) so long as the principal amount of the ReceivablesIndebtedness secured is not increased as a result of such renewal, extension, refunding, or refinancing and provided in all cases that such disposal does not, materially and adversely affect the ability Liens do not extend to property or assets not originally subject to the Liens securing the respective issue of the Chargor Third Party Existing Indebtedness as originally permitted pursuant to perform its respective obligations under this Deed or the rights of the Finance Parties under paragraph (d);
(e) Liens created pursuant to the Finance Documents;
(bf) Liens in or upon Receivables Facility Assets sold or otherwise transferred pursuant to a Permitted Receivables Transaction;
(g) licenses, sublicenses, leases or subleases granted to other persons in the ordinary course of business not materially interfering with the conduct of the business of the Parent and its Subsidiaries taken as a whole;
(h) Liens upon assets of the Parent and its Subsidiaries subject to Capitalised Lease Obligations to the extent permitted by Clause 26.4(c) (Indebtedness), provided that (i) such Liens only serve to secure the payment of Indebtedness arising under such Capitalised Lease Obligation and (ii) the Lien encumbering the asset giving rise to the Capitalised Lease Obligation does not encumber any other asset (other than proceeds thereof) of the Permitted Security Interests, create or attempt or agree to create or permit to arise or exist any Security Interest over the Collateral Parent or any interest therein (except under or pursuant to this Deed) unless contemporaneously therewith or prior thereto and subject to the prior written consent Subsidiary of the Security Trustee, the Indebtedness owing to the Finance Parties under this Deed is equally and rateably secured and to the intent of affording the Security Trustee's further and better security the Chargor agrees and declares that the rule in ▇▇▇▇▇▇▇'▇ Case or any other rule of law or equity shall not apply so as to affect or diminish in any way the Security Trustee's rights under this Deed provided always that upon the commencement of the winding-up of the Chargor or of this Deed ceasing for any reason to be binding on the Chargor or if the Security Trustee shall at any time receive notice (either actual or otherwise) of any Security Interest affecting the Collateral or any part of it or any such breach by the Chargor the Security Trustee may open new or separate accounts in the name of the Chargor in the Security Trustee's books and if the Security Trustee has not in fact opened such new or separate accounts the Security Trustee shall nevertheless be deemed to have done so at the time of such breach and as from that time all payments made by the Chargor to the Security Trustee shall (notwithstanding any legal or equitable rule or presumption to the contrary) be placed or deemed to have been placed to the credit of such new or separate accounts and shall not go in reduction of the amounts due by the Chargor to the Security Trustee at the time of such breach notwithstanding that such payments had been paid into the existing accounts of the Chargor or were shown to be credited to that Chargor's existing accounts on the Security Trustee's statements and the Security Trustee shall immediately after the time of such breach have an absolute right of appropriation of such paymentsParent;
(i) sell, transfer or otherwise dispose of any of its Liens placed upon assets on terms whereby it is or may be leased to or re-acquired or acquired by the Chargor or any of its affiliates; or
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms, except for the discounting of bills or notes in the ordinary course of trading, [Asia Netcom Corporation Debenture] in circumstances where the transaction is entered into primarily as a method of raising finance or of financing the acquisition of an asset;
(d) do or cause or permit to be done any act, matter or thing in or on or respecting the Collateral which shall contravene the provisions of any ordinance, order, rule or regulation now or hereafter affecting the same unless such contravention could not reasonably be expected to have a material adverse effect on the rights of the Finance Parties under the Finance Documents or the ability of the Chargor to perform its obligations hereunder;
(e) do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value of the Security Interest created in favour of the Security Trustee hereunder;
(f) transfer, sell, lend or otherwise dispose of any of the Collateral, and, in particular not to exercise the statutory or other powers of making leases or of accepting or agreeing to accept surrenders of leases, nor to part with possession of, nor grant any licence or right to occupy, any of the freehold or leasehold property for the time being owned by the Chargor, but so that the Chargor may dispose of property and assets which are for the time being subject to the floating charge contained in Clause 4 by sale by way of bargain made at arms length in the usual course of the Chargor's day-to-day trading; and
(g) not, without the prior written consent of the Security Trustee, to enter into any debtor-creditor relationship (as a debtor) with any third party, including related or associated companies of the Chargor, except used in the ordinary course of business of the ChargorParent or any of its Subsidiaries (other than any Receivables Subsidiary) (i) at the time of acquisition thereof by the Parent or any such Subsidiary or within 120 days thereafter in the case of property other than Real Property and (ii) within 180 days after the completion of the construction or substantial improvements in the case of Real Property, in each case to secure Indebtedness incurred pursuant to Clause 26.4(c) (Indebtedness) to pay all or a portion of the purchase price thereof or the cost of the substantial improvements thereto, provided that, in all events, the Lien encumbering the assets so acquired does not encumber any other asset (other than proceeds thereof) of the Parent or such Subsidiary;
(j) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by the Parent or any of its Subsidiaries (other than any Receivables Subsidiary) in the ordinary course of business;
(k) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Parent or any of its Subsidiaries in the ordinary course of business in accordance with the past practices of the Parent and its Subsidiaries prior to the Initial Borrowing Date;
(l) Liens on assets of any Subsidiary of the Parent acquired as a result of a Permitted Acquisition and securing only Permitted Acquired Debt of such Subsidiary;
(m) Liens which may be deemed to exist as a result of the consummation of one or more sale-leaseback transactions effected in accordance with the requirements of paragraphs (c), (q) and (r) of Clause 26.2 (Consolidation, Merger, Purchase or Sale of Assets, etc.);
(n) Liens arising out of the existence of judgments or awards not constituting an Event of Default under Clause 28.8 (Execution or Distress), provided that no cash or property is deposited or delivered to secure the respective judgment or award (or any appeal bond in respect thereof), except as permitted by the following paragraph (o);
(o) Liens (other than any Lien imposed by ERISA) (i) incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance, old age pensions and other types of social security, (ii) to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, utility payments, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (iii) arising by virtue of deposits made in the ordinary course of business and consistent with past practice to secure the performance by the Parent and its Subsidiaries of obligations arising under leases of Real Property, provided that the aggregate amount of deposits at any time pursuant to sub-paragraph (ii) and sub-paragraph (iii) shall not exceed €10,000,000 (or its equivalent in other currencies) in the aggregate;
(p) bankers’ liens, rights of setoff and other similar liens existing solely with respect to cash and Cash Equivalents on deposit in one or more of the accounts described below, in each case granted in the ordinary course of business in favour of the bank or banks with which the accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; and
(q) Liens not otherwise permitted by the foregoing clauses (a) through (p) to the extent attaching to properties and assets (but not Equity Interests in any person) with an aggregate fair value not in excess of, and securing liabilities not in excess of, €35,000,000 (or its equivalent other currencies) in the aggregate at any time outstanding. In connection with the granting of Liens of the type described in paragraphs (d), (f), (h), (i), (k), (l), (m) and (q) of this Clause 26.1 by the Parent or any of its Subsidiaries, the Agent and the Security Trustee shall be authorised, at the request of the Parent or the Existing Borrower, to take any actions deemed appropriate by it in connection therewith (including, without limitation, by executing appropriate lien releases or lien subordination agreements in favour of the holder or holders of such Liens, in either case solely with respect to the assets subject to such Liens).
Appears in 1 contract
Negative undertakings. The Chargor undertakes and agrees with the Security Trustee for the benefit of the [Asia Netcom Corporation Debenture] Finance Parties throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will notGuarantor shall:
(a) without the consent of the Security Trustee (acting on the instructions of the Majority Lenders) either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease, assign or otherwise dispose of all or any material part of the Collateral, except, disposals made in good faith for full consideration on an arm's length basis in the ordinary course of its business unless such disposal is of an asset which is material to the Borrower Group or assign, discount or factor any of the Receivables, and provided in all cases that such disposal does not, materially and adversely affect the ability of the Chargor to perform its respective obligations under this Deed or the rights of the Finance Parties under the Finance Documents;
(b) other than the Permitted Security Interests, create or attempt or agree to create or permit to arise or exist any Security Interest over the Collateral or any interest therein (except under or pursuant to this Deed) unless contemporaneously therewith or prior thereto and subject to the prior written consent of the Security Trustee, the Indebtedness owing to the Finance Parties under this Deed is equally and rateably secured and to the intent of affording the Security Trustee's further and better security the Chargor agrees and declares that the rule in ▇▇▇▇▇▇▇'▇ Case or any other rule of law or equity shall not apply so as to affect or diminish in any way the Security Trustee's rights under this Deed provided always that upon the commencement of the winding-up of the Chargor or of this Deed ceasing for any reason to be binding on the Chargor or if the Security Trustee shall at any time receive notice (either actual or otherwise) of any Security Interest affecting after the Collateral or any part of it or any such breach by the Chargor the Security Trustee may open new or separate accounts in the name end of the Chargor First Financial Quarter, declare or pay dividends or make other distributions or payment in the Security Trustee's books and if the Security Trustee has not in fact opened such new or separate accounts the Security Trustee shall nevertheless be deemed respect of Financial Indebtedness owed to have done so at the time of such breach and as from that time all payments made by the Chargor to the Security Trustee shall (notwithstanding any legal or equitable rule or presumption to the contrary) be placed or deemed to have been placed to the credit of such new or separate accounts and shall not go in reduction of the amounts due by the Chargor to the Security Trustee at the time of such breach notwithstanding that such payments had been paid into the existing accounts of the Chargor or were shown to be credited to that Chargor's existing accounts on the Security Trustee's statements and the Security Trustee shall immediately after the time of such breach have an absolute right of appropriation of such payments;
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby it is or may be leased to or re-acquired or acquired by the Chargor or any of its affiliates; or
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms, except for the discounting of bills or notes in the ordinary course of trading, [Asia Netcom Corporation Debenture] in circumstances where the transaction is entered into primarily as a method of raising finance or of financing the acquisition of an asset;
(d) do or cause or permit to be done any act, matter or thing in or on or respecting the Collateral which shall contravene the provisions of any ordinance, order, rule or regulation now or hereafter affecting the same unless such contravention could not reasonably be expected to have a material adverse effect on the rights of the Finance Parties under the Finance Documents or the ability of the Chargor to perform its obligations hereunder;
(e) do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value of the Security Interest created in favour of the Security Trustee hereunder;
(f) transfer, sell, lend or otherwise dispose of any of the Collateral, and, in particular not to exercise the statutory or other powers of making leases or of accepting or agreeing to accept surrenders of leases, nor to part with possession of, nor grant any licence or right to occupy, any of the freehold or leasehold property for the time being owned by the Chargor, but so that the Chargor may dispose of property and assets which are for the time being subject to the floating charge contained in Clause 4 by sale by way of bargain made at arms length in the usual course of the Chargor's day-to-day trading; and
(g) not, shareholders without the prior written consent of the Security Trustee, provided that the Guarantor may declare and pay dividends to its shareholders after the Delivery Date or make any other distributions or payments in respect of Financial Indebtedness owed to its shareholders subject to it on each such occasion satisfying the Security Trustee acting on behalf of the Secured Parties that it will continue to meet all the requirements of Clause 11.15, if such covenants were to be tested immediately following the payment of any such dividend;
(b) not, and shall procure that none of its subsidiaries shall:
(i) make loans to any person that is not the Guarantor or a direct or indirect subsidiary of the Guarantor; or
(ii) issue or enter into one or more guarantees covering the obligations of any debtor-creditor relationship (as person which is not the Guarantor or a debtor) with any third party, including related direct or associated companies indirect subsidiary of the ChargorGuarantor, except if such loan is granted to a non subsidiary or such guarantee is issued in the ordinary course of business covering the obligations of a non subsidiary and the aggregate amount of all such loans and guarantees made or issued by the Guarantor and its subsidiaries does not exceed USD25,000,000 or is otherwise approved by the Security Trustee which approval shall not be unreasonably withheld if such loan or guarantee in respect of a non subsidiary would neither:
(A) affect the ability of any Obligor to perform its obligations under the Finance Documents; nor
(B) imperil the security created by any of the ChargorFinance Documents or the SACE Insurance Policy; nor
(C) affect the ability of the Guarantor to comply with the financial covenants contained in Clause 11.15 if such covenants were to be tested immediately following the grant of such loan or the issuance of such guarantee, as demonstrated by evidence satisfactory to the Security Trustee. 12 Judgments and Currency Indemnity
12.1 Judgments relating to Loan Agreement This Guarantee shall cover any amount payable by the Borrower under or in connection with any judgment relating to the Loan Agreement.
12.2 Currency indemnity In addition, clause 20.4 (Currency indemnity) of the Loan Agreement shall apply, with any necessary adaptations, in relation to this Guarantee.
Appears in 1 contract
Negative undertakings. The Chargor Borrower undertakes and agrees with the Security Trustee for the benefit of the [Asia Netcom Corporation Debenture] Finance Parties throughout the continuance of this Deed and that, so long as any moneys remain to be lent or remains payable under this Agreement and the Secured Obligations Securities, it shall not, without the Lender's prior written consent (which consent shall not be unreasonably withheld):-
20.1 sell, transfer or otherwise assign, deal with or dispose of all or any part thereof remains owing that, unless of its business (whether outright by a sale and repurchase or sale and leaseback arrangement or otherwise) or (except (i) as permitted under the Security Trustee otherwise agrees in writing, it will not:
(a) without the consent terms of this Agreement or any of the Security Trustee Securities or (acting on ii) for good consideration in the instructions ordinary course of its business or (iii) for disposal of obsolete assets, or production assets no longer required for the purpose of the Majority LendersBorrower's business, in each case, for cash on normal commercial terms or (iv) either payment of cash as consideration in the acquisition of any asset on normal commercial terms or (v) for disposals of non-production assets where the aggregate value of such assets disposed of in a financial year does not exceed Singapore Dollars One Hundred Thousand (S$100,000.00) in the total) its assets or property or revenues, whether by a single transaction or in a series number of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease, assign or otherwise dispose of all or any material part of the Collateral, except, disposals made in good faith for full consideration on an arm's length basis in the ordinary course of its business unless such disposal is of an asset which is material to the Borrower Group or assign, discount or factor ;
20.2 redeem any of the Receivables, Borrower's issued shares or reduce the Borrower's registered and provided in all cases that such disposal does not, materially and adversely affect the ability of the Chargor to perform its respective obligations under this Deed or the rights of the Finance Parties under the Finance Documentspaid up share capital;
(b) other than the Permitted Security Interests, 20.3 create or attempt or agree to create or permit to subsist or arise any encumbrance whatsoever, whether fixed or exist any Security Interest floating or otherwise howsoever, on or over the Collateral or any interest therein (except under or pursuant to this Deed) unless contemporaneously therewith or prior thereto and subject to the prior written consent of the Security Trustee, the Indebtedness owing to the Finance Parties under this Deed is equally and rateably secured and to the intent of affording the Security Trustee's further and better security the Chargor agrees and declares that the rule in ▇▇▇▇▇▇▇'▇ Case or any other rule of law or equity shall not apply so as to affect or diminish in any way the Security Trustee's rights under this Deed provided always that upon the commencement of the winding-up of the Chargor or of this Deed ceasing for any reason to be binding on the Chargor or if the Security Trustee shall at any time receive notice (either actual or otherwise) of any Security Interest affecting the Collateral all or any part of it the Property or any such breach by the Chargor the Security Trustee may open new or separate accounts in the name of the Chargor in Borrower's other properties or assets or revenues or any part thereof, both present and future whatsoever and wheresoever situate except that the Security Trustee's books and if the Security Trustee has not in fact opened such new or separate accounts the Security Trustee shall nevertheless be deemed to have done so at the time of such breach and as from that time all payments made by the Chargor to the Security Trustee shall (notwithstanding any legal or equitable rule or presumption to the contrary) be placed or deemed to have been placed to the credit of such new or separate accounts and foregoing prohibitions shall not go in reduction of the amounts due by the Chargor apply to the Security Trustee at the time of such breach notwithstanding that such payments had been paid into the existing accounts of the Chargor or were shown to be credited to that Chargor's existing accounts on the Security Trustee's statements and the Security Trustee shall immediately after the time of such breach have an absolute right of appropriation of such payments;
(i) sellpledges of goods, transfer the related document of title and/or other related documents as security for indebtedness directly relating to such goods or otherwise dispose of any of its assets documents on terms whereby it is or may be leased to or re-acquired or acquired by the Chargor or any of its affiliates; or
over which that pledge exists, (ii) sell, transfer or otherwise dispose security arising out of any title retention provisions in a supplier's standard conditions of its receivables on recourse terms, except for the discounting supply of bills or notes in the ordinary course of trading, [Asia Netcom Corporation Debenture] in circumstances where the transaction is entered into primarily as a method of raising finance or of financing the acquisition of an asset;
(d) do or cause or permit to be done any act, matter or thing in or on or respecting the Collateral which shall contravene the provisions of any ordinance, order, rule or regulation now or hereafter affecting the same unless such contravention could not reasonably be expected to have a material adverse effect on the rights of the Finance Parties under the Finance Documents or the ability of the Chargor to perform its obligations hereunder;
(e) do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value of the Security Interest created in favour of the Security Trustee hereunder;
(f) transfer, sell, lend or otherwise dispose of any of the Collateral, and, in particular not to exercise the statutory or other powers of making leases or of accepting or agreeing to accept surrenders of leases, nor to part with possession of, nor grant any licence or right to occupy, any of the freehold or leasehold property for the time being owned goods purchased by the Chargor, but so that the Chargor may dispose of property and assets which are for the time being subject to the floating charge contained Borrower in Clause 4 by sale by way of bargain made at arms length in the usual course of the Chargor's day-to-day trading; and
(g) not, without the prior written consent of the Security Trustee, to enter into any debtor-creditor relationship (as a debtor) with any third party, including related or associated companies of the Chargor, except in the ordinary course of business of the Chargor.its
Appears in 1 contract
Negative undertakings. The Chargor undertakes and agrees with the Security Trustee for the benefit of the [Asia Netcom Corporation Debenture] Finance Parties throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will not:
(a) The Borrower shall not (and ensure that each Obligor shall not) create or allow creating any Security Interest on any of its asset, without the prior written consent of the Security Trustee (acting on the instructions of the Majority Lenders) either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease, assign or otherwise dispose of all or any material part of the Collateral, except, disposals made in good faith for full consideration on an arm's length basis in the ordinary course of its business unless such disposal is of an asset which is material to the Borrower Group or assign, discount or factor any of the Receivables, and provided in all cases that such disposal does not, materially and adversely affect the ability of the Chargor to perform its respective obligations under this Deed or the rights of the Finance Parties express permission under the Finance Documents;Group Loan Agreement.
(b) other than If the Permitted Security Interests, create or attempt or agree to create or permit to arise or exist any Security Interest over the Collateral or any interest therein (except under or pursuant to this Deed) unless contemporaneously therewith or prior thereto and subject to the prior written consent main purpose of the Security Trusteefollowing arrangement or transaction is to raise Financial Indebtedness or to finance asset acquisition, the Indebtedness owing to the Finance Parties under this Deed is equally and rateably secured and to the intent of affording the Security Trustee's further and better security the Chargor agrees and declares that the rule in ▇▇▇▇▇▇▇'▇ Case or any other rule of law or equity Borrower shall not apply so as to affect or diminish in any way (and the Security Trustee's rights under this Deed provided always Borrower shall ensure that upon the commencement of the winding-up of the Chargor or of this Deed ceasing for any reason to be binding on the Chargor or if the Security Trustee each Obligor shall at any time receive notice (either actual or otherwise) of any Security Interest affecting the Collateral or any part of it or any such breach by the Chargor the Security Trustee may open new or separate accounts in the name of the Chargor in the Security Trustee's books and if the Security Trustee has not in fact opened such new or separate accounts the Security Trustee shall nevertheless be deemed to have done so at the time of such breach and as from that time all payments made by the Chargor to the Security Trustee shall (notwithstanding any legal or equitable rule or presumption to the contrary) be placed or deemed to have been placed to the credit of such new or separate accounts and shall not go in reduction of the amounts due by the Chargor to the Security Trustee at the time of such breach notwithstanding that such payments had been paid into the existing accounts of the Chargor or were shown to be credited to that Chargor's existing accounts on the Security Trustee's statements and the Security Trustee shall immediately after the time of such breach have an absolute right of appropriation of such payments;same time):
(i) sell, transfer or otherwise dispose in any other way any asset by ways of any of its assets on terms whereby it is leasing back to the Obligor or may be leased to or re-acquired or acquired repurchasing by the Chargor or any of its affiliates; orObligor;
(ii) sell, transfer or otherwise dispose of in any other way of its any receivables on recourse terms, except for the discounting of bills or notes in the ordinary course of trading, [Asia Netcom Corporation Debenture] in circumstances where the transaction is entered into primarily as a method of raising finance or of financing the acquisition of an assetwith recourse;
(diii) do conduct or cause or permit to be done allow any act, matter or thing in or on or respecting the Collateral which shall contravene the provisions of any ordinance, order, rule or regulation now or hereafter affecting the same unless such contravention could not reasonably be expected to have a material adverse effect on the rights of the Finance Parties under the Finance Documents or the ability of the Chargor to perform its obligations hereunderinterest maintenance arrangement;
(eiv) do conduct or cause allow any transaction in which its funds or permit to be done anything which may interest at bank or in any way depreciateother account might have been used, jeopardise offset or otherwise prejudice consolidated; or
(v) conduct or allow any other preferential transaction that might have similar effect.
(c) the value of the aforesaid subsections (a) and (b) are not applicable to:
(i) any Security Interest created in favour of by the Security Trustee hereunderBusiness Financial Documents;
(fii) transfer, sell, lend or otherwise dispose of any Security Interest existing as of the CollateralAgreement Date, and, in particular not to exercise excluding that has been disclosed before or on the statutory or other powers Agreement Date;
(iii) any guarantee that is created by laws and regulations during the ordinary operation of making leases or of accepting or agreeing to accept surrenders of leases, nor to part with possession of, nor grant any licence or right to occupythe Obligor;
(iv) after the Agreement Date, any Security Interest created on the assets that is bought and developed (or purport to be bought or be developed) by any Obligor during its ordinary operation under fair and reasonable terms, of which the purpose is to guarantee the repayment of the freehold finance or leasehold property for refinance facilitating the time being owned by the Chargorsale or development of such assets, but so that the Chargor may dispose amount of property and assets which are for such finance or refinance shall not exceed the time being subject to the floating charge contained in Clause 4 by sale by way of bargain made at arms length in the usual course of the Chargor's day-to-day trading; andpurchase or development cost.
(gv) notany existing Security Interest on the assets of a company when such company acquires from any other company, without only if the Lender has given its written prior consent on such acquisition, and the amount that Security Interest guarantees shall not increase; or
(vi) any Security Interest to which the Lender has given its prior written consent of the Security Trustee, to enter into any debtor-creditor relationship (as a debtor) with any third party, including related or associated companies of the Chargor, except in the ordinary course of business of the Chargorconsent.
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Negative undertakings. The Chargor undertakes and agrees with the Security Trustee for the benefit of the [Asia Netcom Corporation Debenture] Finance Parties throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will not:
(a) without the consent of the Security Trustee (acting on the instructions of the Majority Lenders) either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease, assign or otherwise dispose of all or any material part of the Collateral, except, disposals made in good faith for full consideration on an arm's length basis in the ordinary course of its business unless such disposal is of an asset which is material to the Borrower Group or assign, discount or factor any of the Receivables, and provided in all cases that such disposal does not, materially and adversely affect the ability of the Chargor to perform its respective obligations under this Deed or the rights of the Finance Parties under the Finance Documents;
(b) other than the Permitted Security Interests, create or attempt or agree to create or permit to arise or exist any Security Interest over the Collateral or any interest therein (except under or pursuant to this Deed) unless contemporaneously therewith or prior thereto and subject to the prior written consent of the Security Trustee, the Indebtedness owing to the Finance Parties under this Deed is equally and rateably secured and to the intent of affording the Security Trustee's further and better security the Chargor agrees and declares that the rule in ▇▇▇▇▇▇▇'▇ Case or any other rule of law or equity shall not apply so as to affect or diminish in any way the Security Trustee's rights under this Deed provided always that upon the commencement of the winding-up of the Chargor or of this Deed ceasing for any reason to be binding on the Chargor or if the Security Trustee shall at any time receive notice (either actual or otherwise) of any Security Interest affecting the Collateral or any part of it or any such breach by the Chargor the Security Trustee may open new or separate accounts in the name of the Chargor in the Security Trustee's books and if the Security Trustee has not in fact opened such new or separate accounts the Security Trustee shall nevertheless be deemed to have done so at the time of such breach and as from that time all payments made by the Chargor to the Security Trustee shall (notwithstanding any legal or equitable rule or presumption to the contrary) be placed or deemed to have been placed to the credit of such new or separate accounts and shall not go in reduction of the amounts due by the Chargor to the Security Trustee at the time of such breach notwithstanding that such payments had been paid into the existing accounts of the Chargor or were shown to be credited to that Chargor's existing accounts on the Security Trustee's statements and the Security Trustee shall immediately after the time of such breach have an absolute right of appropriation of such payments;
(i) sell, transfer or otherwise dispose of any of its assets on terms whereby it is or may be leased to or re-acquired or acquired by the Chargor or any of its affiliates; or
(ii) sell, transfer or otherwise dispose of any of its receivables on recourse terms, except for the discounting of bills or notes in the ordinary course of trading, [Asia Netcom Corporation Debenture] in circumstances where the transaction is entered into primarily as a method of raising finance or of financing the acquisition of an asset;
(d) do or cause or permit to be done any act, matter or thing in or on or respecting the Collateral which shall contravene the provisions of any ordinance, order, rule or regulation now or hereafter affecting the same unless such contravention could not reasonably be expected to have a material adverse effect on the rights of the Finance Parties under the Finance Documents or the ability of the Chargor to perform its obligations hereunder;
(e) do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value of the Security Interest created in favour of the Security Trustee hereunder;
(f) transfer, sell, lend or otherwise dispose of any of the Collateral, and, in particular not to exercise the statutory or other powers of making leases or of accepting or agreeing to accept surrenders of leases, nor to part with possession of, nor grant any licence or right to occupy, any of the freehold or leasehold property for the time being owned by the Chargor, but so that the Chargor may dispose of property and assets which are for the time being subject to the floating charge contained in Clause 4 by sale by way of bargain made at arms length in the usual course of the Chargor's day-to-day trading; and
(g) notNo Obligor may, without the prior written consent of the Security TrusteeFacility Agent:
(a) Restrictions on Distributions: pay or make, or allow to enter into be paid or made, any debtorDistribution to any person who is not an Obligor, except for a Distribution which is a Permitted Distribution, however:
(i) reasonable director's fees of the directors of each Obliger may be paid at any time;
(ii) any public liability, directors and officers and/or other insurance premiums (or any proportionate share thereof) which are payable by a Shareholder or Related Body Corporate, in each case which are paid directly, or are reimbursed, by an Obliger and which relate to an Obliger, have been arranged with the consent of that Obliger and cover risks associated with that Obliger may be paid at any time provided that the board of the Company is satisfied that the amount of those premiums is not unreasonable for the insurance cover being provided under the relevant policies;
(iii) reasonable fees payable by an Obliger to a Shareholder or Related Body Corporate, and associated reasonable out of pocket expenses (including any travel, legal and other expenses) payable by an Obliger, for or in relation to consulting, management, advisory or any other similar services provided by the relevant Shareholder or Related Body Corporate to any member of the Group on an arms-creditor relationship length basis may be paid at any time provided:
(as a debtorA) all such fees made in any Financial Year, when aggregated with any third partyamounts paid under clause 12.2(a)(v) in the Financial Year, do not exceed in aggregate, NZ$900,000; and
(B) no Event of Default or Potential Event of Default is continuing or would result from such payment, may be paid at any time;
(iv) reasonable out of pocket expenses (including related or associated companies any travel, legal and other expenses) which are payable by Trilogy in connection with Trilogy's review of the ChargorFinance Documents and the Nomination and Use Documentation (and any other matters reasonably related thereto (including matters relating to Spectrum Management Rights and Licences) and which are paid directly, except or are reimbursed, by an Obliger may be paid at any time; and
(v) any other reasonable out of pocket expenses (including any travel, legal and other expenses) of a director of an Obliger or a director or authorised representative of a Shareholder or Related Body Corporate, in each case which are required to be paid directly, or are required to be reimbursed, by an Obliger and which (in the ordinary course case of a Shareholder or Related Body Corporate) relate to the business of an Obliger provided:
(A) all such fees made in any Financial Year, when aggregated with any amounts paid under clause 12.2(a)(iii) in that Financial Year, do not exceed NZ$900,000; and
(B) no Event of Default or Potential Event of Default is continuing or would result from such payment, may be paid at any time;
(b) Negative pledge: create or permit to subsist any security over the Chargor.whole or part of its assets other than a Permitted Security Interest;
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Negative undertakings. The Chargor Borrower hereby agrees and undertakes and agrees with that, until the Security Trustee Second Facility Discharge Date, it shall not:
15.1 save for Permitted Encumbrances, create or permit to subsist or arise any Encumbrance over all or any of its present or future revenues or assets;
15.2 make any loans, grant any credit or give any guarantee or indemnity to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any other person;
15.3 with the [Asia Netcom Corporation Debenture] Finance Parties throughout exception of a general offer to shareholders or an expropriation in terms of section 311 and/or section 440K of the continuance Companies Act or the sale or realisation of the ARM Shares in accordance with the terms of this Deed and so long as the Secured Obligations or Agreement and/or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will not:
(a) without the consent of the Security Trustee (acting on the instructions of the Majority Lenders) either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarilyTransaction Document, sell, transfer, lease, assign or otherwise dispose of all or any material part of the Collateral, except, disposals made in good faith for full consideration on an arm's length basis in the ordinary course of its business unless such disposal is of an asset which is material to the Borrower Group or assign, discount or factor any of the Receivables, and provided in all cases that such disposal does not, materially and adversely affect the ability of the Chargor to perform its respective obligations under this Deed or the rights of the Finance Parties under the Finance Documents;
(b) other than the Permitted Security Interests, create or attempt or agree to create or permit to arise or exist any Security Interest over the Collateral or any interest therein (except under or pursuant to this Deed) unless contemporaneously therewith or prior thereto and subject to the prior written consent of the Security Trustee, the Indebtedness owing to the Finance Parties under this Deed is equally and rateably secured and to the intent of affording the Security Trustee's further and better security the Chargor agrees and declares that the rule in ▇▇▇▇▇▇▇'▇ Case or any other rule of law or equity shall not apply so as to affect or diminish in any way the Security Trustee's rights under this Deed provided always that upon the commencement of the winding-up of the Chargor or of this Deed ceasing for any reason to be binding on the Chargor or if the Security Trustee shall at any time receive notice (either actual or otherwise) of any Security Interest affecting the Collateral or any part of it or any such breach by the Chargor the Security Trustee may open new or separate accounts in the name of the Chargor in the Security Trustee's books and if the Security Trustee has not in fact opened such new or separate accounts the Security Trustee shall nevertheless be deemed to have done so at the time of such breach and as from that time all payments made by the Chargor to the Security Trustee shall (notwithstanding any legal or equitable rule or presumption to the contrary) be placed or deemed to have been placed to the credit of such new or separate accounts and shall not go in reduction of the amounts due by the Chargor to the Security Trustee at the time of such breach notwithstanding that such payments had been paid into the existing accounts of the Chargor or were shown to be credited to that Chargor's existing accounts on the Security Trustee's statements and the Security Trustee shall immediately after the time of such breach have an absolute right of appropriation of such payments;
(i) sell, transfer or otherwise dispose of or grant any right of its assets on terms whereby it is pre-emption or may be leased to or re-acquired or acquired by the Chargor right of first refusal in respect of all or any of its affiliates; or
(ii) sellthe ARM Shares, transfer or otherwise dispose of vest any of its receivables on recourse terms, except for the discounting of bills or notes ARM Share in the ordinary course of trading, [Asia Netcom Corporation Debenture] in circumstances where the transaction is entered into primarily as a method of raising finance or of financing the acquisition of an asset;
(d) do or cause or permit to be done any act, matter or thing in or on or respecting the Collateral which shall contravene the provisions of any ordinance, order, rule or regulation now or hereafter affecting the same unless such contravention could not reasonably be expected to have a material adverse effect on the rights beneficiary of the Finance Parties under Borrower:
15.3.1 prior to the Finance Documents or date on which the ability Trust Deed is executed by the parties thereto, lodged with the Master of the Chargor High Court and the letters of authority in respect thereof have been issued to perform its obligations hereunder;
(e) do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value trustees of the Security Interest created in favour Borrower by the Master of the Security Trustee hereunder;
(f) transfer, sell, lend or otherwise dispose of any of the Collateral, and, in particular not to exercise the statutory or other powers of making leases or of accepting or agreeing to accept surrenders of leases, nor to part with possession of, nor grant any licence or right to occupy, any of the freehold or leasehold property for the time being owned by the Chargor, but so that the Chargor may dispose of property and assets which are for the time being subject to the floating charge contained in Clause 4 by sale by way of bargain made at arms length in the usual course of the Chargor's day-to-day trading; and
(g) notHigh Court, without the prior written consent of the Security TrusteeLender and subject to such conditions as the Lender may reasonably impose for the provision of such consent; and
15.3.2 on or after the date contemplated by clause 15.3.1, other than in the manner permitted by the Trust Deed, provided that should the ARM Shares be subject to any such a general offer to shareholders or any such expropriation, the Borrower shall utilise the proceeds of such disposal of the ARM Shares to first pay the Second Facility Outstandings and thereafter to pay the First Facility Outstandings to the Lender;
15.4 acquire or have any assets other than the donation by the founder of the Borrower, the ARM Shares, the ARM Share Proceeds and such other assets as may be contemplated by this Agreement and the Trust Deed without the Lender's prior written consent which shall not be unreasonably withheld or delayed;
15.5 enter into, or agree to enter into into, any debtor-creditor relationship (as agreements other than the Transaction Documents to which it is a debtor) with any third party, including related or associated companies party without the prior written consent of the Chargor, except Lender which shall not be unreasonably withheld or delayed;
15.6 conduct any business other than in accordance with the ordinary course of business terms of the ChargorTransaction Documents;
15.7 amend, vary, cancel or terminate, or agree to any amendment, variation, cancellation or termination of, any Transaction Document to which it is a party nor waive, or agree to any waiver of, any of its rights, privileges or benefits under the Transaction Documents to which it is a party without the prior written consent of the Lender, which consent shall not be unreasonably withheld or delayed;
15.8 amend, vary or alter, or allow any resolution or oral agreement of its trustees, founder and/or beneficiaries to be passed for the amendment, variation or alteration of the Trust without the prior written consent of the Lender, which consent shall not be unreasonably withheld or delayed;
15.9 save as contemplated by the Transaction Documents, appoint or constitute any income or capital beneficiaries or grant any further interests in its trust assets without the prior written consent of the Lender, which consent shall not be unreasonably withheld or delayed;
15.10 save for Permitted Indebtedness, incur any Indebtedness;
15.11 save for Permitted Distributions, make or pay any Distribution.
Appears in 1 contract