Common use of Positive Undertakings Clause in Contracts

Positive Undertakings. The Borrower agrees with the Bank that throughout the Security Period it shall, and it shall procure that each of its Subsidiaries in the Charging Group shall, unless the Bank agrees Otherwise: (a) at all times comply with all laws and regulations applicable to it and which are required in relation to the conduct of its business, trade and activities as anticipated in the Business Plan and the New Business Plan and obtain, effect and maintain in full force and effect all governmental and other regulatory consents, licences, exemptions, clearances, filings, registrations and authorisations required for the validity and enforceability in evidence of any of the Financing Documents; (b) that where it maintains its transmission and banking business in the United Kingdom with the Bank, it continues to maintain such business with the Bank throughout the Security Period PROVIDED THAT where companies in the Charging Group use other banks and building societies authorised by the Bank of England and the Building Societies Commission respectively for the purpose of receiving cash and transferring it to the Bank credit balances with each branch of each bank or building society may never exceed L5,000 (and the aggregate of all such credit balances may never exceed L250,000) and all such credit balances are transferred to the Bank at the end of each week during the Security Period; (c) immediately upon request by the Bank permit that any one or more persons representing or instructed by the Bank, be allowed to have access to its assets, books and records and to inspect the same during normal business hours and it shall, promptly following the request of the Bank authorise and instruct any of its officers to discuss all such information relating to any of its financial condition, trading activities and prospects as the Bank may request; (d) maintain insurances as are usually maintained by prudent companies carrying on similar businesses; (e) use all practicable endeavours to procure that within 30 Business Days of the date of their appointment as auditors of the Borrower, the relative firm of chartered accountants shall deliver to the Bank a letter addressed to the Bank from such newly appointed Auditors in substantially the form set out in Schedule 6; (f) take all steps to preserve its rights arising under any of the Acquisition Documents and New Acquisition Documents and in the event of any breach of any of the warranties and indemnities given thereunder by the Vendor the New Vendor, Regis Corporation or any other person promptly and at its own cost and expense take all practicable steps to enforce such rights; (g) pay and discharge all Taxes and governmental charges before the date on which the same become overdue unless, and only to the extent that, such Taxes and charges shall be contested in good faith by appropriate proceedings, pending determination of which payment may lawfully be withheld, and there shall be set aside adequate reserves with respect to any such Taxes or charges so contested in accordance with Generally Accepted Accounting Principles; (h) comply in all respects with Sections 151 to 158 of the Act including in relation to the execution of the Security Documents and the payment of amounts due under this Agreement; (i) change the Target's accounting reference date from 31st December to 30th June within 30 days after the date of this Agreement; (j) change SHL's and SSL's accounting reference date to 30th June within 30 days after the date of the Amendment and Restatement Agreement; (k) enter into the Interest Rate Protection Agreements within 14 days after the Completion Date; (l) within 14 days after the Completion Date, properly execute and deliver to the Bank the Keyman Insurance Assignment; (m) procure that all necessary assignments and other consents relating to Property are obtained expeditiously; (n) procure that equivalent pension arrangements and death in service benefits enjoyed by those employees previously employed by the New Vendor and now employed by SHL or SSL are maintained throughout the duration of their employment with SHL or SSL;

Positive Undertakings. 11.1 The Borrower agrees with the Bank that throughout the Security Period it shall, and it undertakings in clause 11.2 shall procure that each of its Subsidiaries in the Charging Group shall, unless the Bank agrees Otherwise: (a) at all times comply with all laws and regulations applicable to it and which are required in relation to the conduct of its business, trade and activities as anticipated in the Business Plan and the New Business Plan and obtain, effect and maintain remain in full force and effect all governmental and other regulatory consents, licences, exemptions, clearances, filings, registrations and authorisations required for from the validity and enforceability in evidence of any of the Financing Documents; (b) that where it maintains its transmission and banking business in the United Kingdom with the Bank, it continues to maintain such business with the Bank throughout the Security Period PROVIDED THAT where companies in the Charging Group use other banks and building societies authorised by the Bank of England Signature Date and the Building Societies Commission respectively for the purpose of receiving cash and transferring it to the Bank credit balances Borrower shall comply with each branch of each bank or building society may never exceed L5,000 (and the aggregate of all such credit balances may never exceed L250,000) and all such credit balances are transferred to the Bank at the end of each week during the Security Period; (c) immediately upon request by the Bank permit that undertaking for so long as any one or more persons representing or instructed by the Bank, be allowed to have access to its assets, books and records and to inspect the same during normal business hours and it shall, promptly following the request of the Bank authorise and instruct any of its officers to discuss all such information relating to any of its financial condition, trading activities and prospects as the Bank may request; (d) maintain insurances as are usually maintained by prudent companies carrying on similar businesses; (e) use all practicable endeavours to procure that within 30 Business Days of the date of their appointment as auditors of the Borrower, the relative firm of chartered accountants shall deliver to the Bank a letter addressed to the Bank from such newly appointed Auditors in substantially the form set out in Schedule 6; (f) take all steps to preserve its rights arising under any of the Acquisition Documents and New Acquisition Documents and in the event of any breach of any of the warranties and indemnities given thereunder by the Vendor the New Vendor, Regis Corporation or any other person promptly and at its own cost and expense take all practicable steps to enforce such rights; (g) pay and discharge all Taxes and governmental charges before the date on which the same become overdue unless, and only to the extent that, such Taxes and charges shall be contested in good faith by appropriate proceedings, pending determination of which payment may lawfully be withheld, and there shall be set aside adequate reserves with respect to any such Taxes or charges so contested in accordance with Generally Accepted Accounting Principles; (h) comply in all respects with Sections 151 to 158 of the Act including in relation to the execution of the Security Documents and the payment of amounts due amount remains outstanding under this Agreement;. (i) change 11.2 The Borrower shall - 11.2.1 procure, maintain and comply with all authorisations, consents and approvals necessary in terms of this Agreement, the Target's accounting reference date Finance Documents or approval from 31st December to 30th June within 30 days after a legislative point of view, for the date duration of this Agreement; (j) change SHL's 11.2.2 procure, maintain and SSL's accounting reference date comply with all Laws and registration obligations applicable to 30th June within 30 days after the date of the Amendment and Restatement Agreement; (k) enter into the Interest Rate Protection Agreements within 14 days after the Completion Date; (l) within 14 days after the Completion Date, properly execute and deliver to the Bank the Keyman Insurance Assignment; (m) procure that all necessary assignments and other consents relating to Property are obtained expeditiously; (n) procure that equivalent pension arrangements and death in service benefits enjoyed by those employees previously employed by the New Vendor and now employed by SHL or SSL are maintained throughout its business operations for the duration of this Agreement to the extent that non-compliance with such Laws and/or obligations would result in a Material Adverse Effect; 11.2.3 promptly notify the Lender in writing, of any material litigation and other material matters; 11.2.4 forthwith upon becoming aware of the occurrence thereof, notify the Lender of - 11.2.4.1 any Event of Default or Potential Event of Default; 11.2.4.2 any attachment or attempted attachment of any of its material assets; 11.2.4.3 the happening of any event which may reasonably be anticipated will result in a Material Adverse Effect; 11.2.4.4 details of all facts or circumstances of which the Borrower becomes aware which have or are likely to have the effect that any of the Finance Documents will no longer be valid and of full force and effect; 11.2.5 procure that any and all proceeds received by the Borrower, or to which the Borrower becomes entitled, under and in terms of the Harmony Bond Issue shall forthwith be applied to reduce the Borrower’s indebtedness to the Lender under this Agreement and for no other purpose whatsoever until the Facility Outstandings have been repaid in full; 11.2.6 perform all its obligations under the Finance Documents in accordance with their employment with SHL respective terms; 11.2.7 duly file all tax returns containing information required by law to be contained therein; 11.2.8 pay all Taxes which are due and payable by it by the due date therefor and will pay any additional Taxes (and any penalties relating thereto) subsequently assessed by the relevant Taxation authorities (save to the extent that payment of the same is being contested in good faith); 11.2.9 timeously settle in full all its liabilities as and when they fall due for payment; and 11.2.10 ensure that no dividends or SSL;distributions are paid by it in the event of a Potential Event of Default or an Event of Default.

Positive Undertakings. The Borrower agrees with undertakes to the Bank Lender that throughout the Security Period it shall, Term and it shall procure that each of its Subsidiaries in so long as any sum is or may become payable under any Facility Agreement the Charging Group shall, unless the Bank agrees Otherwise:Borrower will (a) at all times comply with all laws and regulations applicable to it and which are required in relation to promptly inform the conduct Lender of its business, trade and activities as anticipated in the Business Plan and the New Business Plan and obtain, effect and occurrence of any Event of Default or Potential Event of Default; (b) maintain in full force and effect all governmental such authorisations and other regulatory consentsconsents as are referred to In Clause 6(b), licencesand take immediate steps to obtain and thereafter maintain in full force and effect any additional authorisatlons which may become necessary or advisable, exemptions, clearances, filings, registrations and authorisations required for the validity and enforceability in evidence of any of the Financing Documents; (b) that where it maintains its transmission and banking business in the United Kingdom comply with the Bank, it continues to maintain such business with the Bank throughout the Security Period PROVIDED THAT where companies in the Charging Group use other banks and building societies authorised by the Bank of England and the Building Societies Commission respectively for the purpose of receiving cash and transferring it to the Bank credit balances with each branch all conditions of each bank or building society may never exceed L5,000 (and the aggregate of all such credit balances may never exceed L250,000) and all such credit balances are transferred to the Bank at the end of each week during the Security Periodauthorisation; (c) immediately upon request by the Bank permit ensure that its obligations under any one or more persons representing or instructed by the Bank, be allowed to have access to its assets, books and records and to inspect the same during normal business hours and it shall, promptly following the request of the Bank authorise and instruct any Facility Agremeent at all times rank at least pari passu in all respects with all of its officers to discuss all such information relating to other unsecured and unsubordinated obligations, with the exception of any indebtedness ranking senior solely by operation of its financial condition, trading activities law (and prospects as the Bank may requestnot by agreement); (d) maintain insurances execute, acknowledge, deliver, file, translate, notarise, legalise and register at its own expense all such further agreements, instruments, certificates, documents and assurances and perform such acts as are usually maintained by prudent companies carrying on similar businessesthe law shall deem necessary or appropriate to give effect to the purposes of any Finance Document, and promptly provide the Lender with evidence of the foregoing satisfactory in form and substance to the Lender; (e) use all practicable endeavours supply to procure that within 30 Business Days the Lender, upon simple request of the date of their appointment as auditors of the Borrower, the relative firm of chartered accountants shall deliver to the Bank a letter addressed to the Bank from such newly appointed Auditors in substantially the form set out in Schedule 6; (f) take all steps to preserve its rights arising under any of the Acquisition Documents and New Acquisition Documents and in the event of any breach of any of the warranties and indemnities given thereunder by the Vendor the New Vendor, Regis Corporation or any other person promptly and at its own cost and expense take all practicable steps to enforce such rights; (g) pay and discharge all Taxes and governmental charges before the date on which the same become overdue unless, and only to the extent that, such Taxes and charges shall be contested in good faith by appropriate proceedings, pending determination of which payment may lawfully be withheld, and there shall be set aside adequate reserves with respect to any such Taxes or charges so contested in accordance with Generally Accepted Accounting Principles; (h) comply in all respects with Sections 151 to 158 of the Act including in relation to the execution of the Security Documents and the payment of amounts due under this Agreement;Lender (i) change the Target's accounting reference date from 31st December to 30th June as soon as they are available, but in any event within 30 180 days after the date end of this Agreementeach financial year of the Borrower and any Security Provider, as applicable, copies of the relevant financial statements of the Borrower and any Security Provider in respect of such financial year audited and certified by a recognised firm of Independent auditors acceptable to the Lender; (jii) change SHL's and SSL's accounting reference date to 30th June as soon as they are available, but in any event within 30 90 days after the date end of each quarter of each financial year of the Amendment Borrower and Restatement Agreement;any Security Provider, as applicable, copies of unaudited financial statements of the Borrower and any Security Provider, as applicable, prepared on a basis consistent with its audited financial statements, certified by a duly authorized financial officer of the Borrower or the relevant Security Provider, as applicable, to the effect that such financial statements show a true and fair view of the financial position of the Borrower or the relevant Security Provider, as applicable, as at the end of, and the results of its operations for, such financial quarter; and (kiii) enter into the Interest Rate Protection Agreements within 14 days after the Completion Date; (l) within 14 days after the Completion Datepromptly on request, properly execute and deliver such other financial or other information relating to the Bank Borrower or any Security Provider as the Keyman Insurance AssignmentLender may from time to time reasonably request; (m) procure that all necessary assignments and other consents relating to Property are obtained expeditiously; (n) procure that equivalent pension arrangements and death in service benefits enjoyed by those employees previously employed by the New Vendor and now employed by SHL or SSL are maintained throughout the duration of their employment with SHL or SSL;

Positive Undertakings. The Borrower agrees with the Bank that throughout the Security Period it shall, and it shall procure that each of its Subsidiaries in the Charging Group shall, unless the Bank agrees Otherwise: (a) at procure that the insurances specified in Appendix 1, are effected and maintained in full force and effect from the respective commencement dates until the respective expiry dates specified in Appendix 1 in accordance with the provisions set out therein; (b) procure that the insurances referred to in paragraph (a) above shall, subject to any variation thereof from time to time agreed or determined: (i) include only such provisions for self-insurance, whether by deductible or otherwise, as are specified in Appendix 1; (ii) insure only the persons specified in Appendix 1; and (iii) include only the exclusions specified in Appendix 1 or such other exclusions acceptable to the Banks’ Insurance Adviser (acting reasonably); (c) effect and maintain such other insurance cover in respect of the Project and the Assets (including in respect of third party legal liability insurances) in accordance with the recommendations of the Banks’ Insurance Adviser (acting reasonably) from time to time as would be taken out by a prudent developer and operator in the context of the Project or in accordance with any requirements as to the amount of cover and risks specified by the Agent from time to time (to include business interruption and third party legal liability cover) and promptly pay all times premiums in respect thereof when due. If the Borrower fails to comply with all laws any of the provisions of this paragraph, the Agent shall be entitled but not bound to effect the insurance cover concerned at the expense of the Borrower; (d) ensure that each of the Borrower and regulations applicable the Secured Parties are named in such insurance cover as insured parties and shall provide: (i) that such policy shall protect each insured in the same manner as though a separate policy had been issued to it each, but the inclusion therein of more than one insured shall not serve to increase the limit of the Insurers' liability; (ii) the liability of the insurers under such policy to any one insured shall not be conditional upon the due observance and fulfilment by any other insured party of the terms and conditions of such policy or of any duties imposed upon that insured party relating thereto, and shall not be affected by any failure in such observance or fulfilment by any such other insured party; and (iii) that such policy shall not be invalidated as regards the rights and interests of any insured and that the Insurers will not seek directly or indirectly to avoid any liability to such insured under such policy, in each case, because of any act, neglect, error or omission made by any other insured (whether the same occurs before or after the inception of the policy) including any failure by any other insured to disclose any material fact which are required could, if known at any time, have affected any decision of the Insurers to grant the policy, to agree to any particular term or refrain from acting in any way whatsoever in relation to such policy or to any liability which might arise thereunder; (e) in respect of the conduct insurance cover which the Borrower is required to effect and maintain hereunder, ensure that such insurance cover is (at all times) provided by insurers with a long term credit rating of least A- from Standard & Poor's or A2 from ▇▇▇▇▇'▇), and, unless specified in Appendix 1, is for such amounts in US Dollars or other currencies as may be approved in writing by the Agent, and shall otherwise be in such form and contain such cancellation clauses as may be reasonable and prudent having regard to the interests of the Secured Parties or as may have been agreed between the Borrower and the Agent; (f) ensure that all moneys payable by the Insurers shall be paid without deduction or set-off, (whether in respect of unpaid premium or otherwise), as follows: (i) proceeds in respect of any first party insurance claim or related claims for physical loss or damage in respect of the Project or the Assets shall be paid to the Proceeds Account or to such other account as the Agent (acting on the instructions of the Majority Banks) shall direct and all such proceeds shall be applied in accordance with the instructions of the Agent (acting on the instructions of the Majority Banks) provided always that in respect of the proceeds of a claim (or series of related claims) which do not exceed (either alone or in aggregate) US$100,000 (or its businessequivalent), trade if at the time of payment of such proceeds, no Default has occurred which is subsisting and activities as anticipated has not been waived, the Borrower shall apply such proceeds in the Business Plan and repair, reinstatement or replacement of the New Business Plan and obtain, Assets to which the claim or claims relate(s) or as otherwise agreed by the Agent; (ii) moneys payable under worker’s compensation and/or third party legal liability insurances shall (without prejudice to any of the Encumbrances constituted by the Security Documents) be paid to the person(s) whose claim(s) constitute(s) the risk or liability insured against provided that such person has executed a discharge of all claims against the relevant insured in respect of the risk or liability in relation to which the claim was made unless the relevant insured has properly discharged its liability in which case such moneys shall be paid in accordance with paragraph (iii) below; (iii) all other such moneys shall be paid by Insurers to the Proceeds Account; and (g) effect and maintain in full force those insurances which the Borrower is from time to time required to effect and effect all governmental maintain by any applicable Law and other regulatory consents, licences, exemptions, clearances, filings, registrations and authorisations required for by the validity and enforceability in evidence terms of any of the Financing Documents; (b) that where it maintains its transmission and banking business in the United Kingdom with the Bank, it continues to maintain such business with the Bank throughout the Security Period PROVIDED THAT where companies in the Charging Group use other banks and building societies authorised by the Bank of England and the Building Societies Commission respectively for the purpose of receiving cash and transferring it to the Bank credit balances with each branch of each bank or building society may never exceed L5,000 (and the aggregate of all such credit balances may never exceed L250,000) and all such credit balances are transferred to the Bank at the end of each week during the Security Period; (c) immediately upon request by the Bank permit that any one or more persons representing or instructed by the Bank, be allowed to have access to its assets, books and records and to inspect the same during normal business hours and it shall, promptly following the request of the Bank authorise and instruct any of its officers to discuss all such information relating to any of its financial condition, trading activities and prospects as the Bank may request; (d) maintain insurances as are usually maintained by prudent companies carrying on similar businesses; (e) use all practicable endeavours to procure that within 30 Business Days of the date of their appointment as auditors of the Borrower, the relative firm of chartered accountants shall deliver to the Bank a letter addressed to the Bank from such newly appointed Auditors in substantially the form set out in Schedule 6; (f) take all steps to preserve its rights arising under any of the Acquisition Documents and New Acquisition Documents and in the event of any breach of any of the warranties and indemnities given thereunder by the Vendor the New Vendor, Regis Corporation or any other person promptly and at its own cost and expense take all practicable steps to enforce such rights; (g) pay and discharge all Taxes and governmental charges before the date on which the same become overdue unless, and only to the extent that, such Taxes and charges shall be contested in good faith by appropriate proceedings, pending determination of which payment may lawfully be withheld, and there shall be set aside adequate reserves with respect to any such Taxes or charges so contested in accordance with Generally Accepted Accounting Principles; (h) comply in all respects with Sections 151 to 158 of the Act including in relation to the execution of the Security Documents and the payment of amounts due under this Agreement; (i) change the Target's accounting reference date from 31st December to 30th June within 30 days after the date of this Agreement; (j) change SHL's and SSL's accounting reference date to 30th June within 30 days after the date of the Amendment and Restatement Agreement; (k) enter into the Interest Rate Protection Agreements within 14 days after the Completion Date; (l) within 14 days after the Completion Date, properly execute and deliver to the Bank the Keyman Insurance Assignment; (m) procure that all necessary assignments and other consents relating to Property are obtained expeditiously; (n) procure that equivalent pension arrangements and death in service benefits enjoyed by those employees previously employed by the New Vendor and now employed by SHL or SSL are maintained throughout the duration of their employment with SHL or SSL;Transaction Document.

Positive Undertakings. The Borrower agrees with the Bank that throughout the Security Period it shall, and it shall procure that each of its Subsidiaries in the Charging Group shall, unless the Bank agrees Otherwise: (ai) at all times comply with all laws and regulations applicable to promptly inform the Agent: (A) if it and which are required in relation to the conduct of its businessis aware that an Account Debtor has become, trade and activities as anticipated in the Business Plan and the New Business Plan and obtainor considers it reasonably likely that an Account Debtor will become, effect and maintain in full force and effect all governmental and other regulatory consents, licences, exemptions, clearances, filings, registrations and authorisations required for the validity and enforceability in evidence of any of the Financing DocumentsInsolvent; (bB) that where of any information it maintains its transmission and banking business knows about an Account Debtor which would reasonably be expected to materially adversely impact the recovery of any amount owed under an Account, including but not limited to a dispute with an Account Debtor or any change in the United Kingdom with the Bankan Account Debtor's status, it continues to maintain such business with the Bank throughout the Security Period PROVIDED THAT where companies in the Charging Group use other banks and building societies authorised by the Bank of England and the Building Societies Commission respectively for the purpose of receiving cash and transferring it to the Bank credit balances with each branch of each bank address or building society may never exceed L5,000 (and the aggregate of all such credit balances may never exceed L250,000) and all such credit balances are transferred to the Bank at the end of each week during the Security Periodcreditworthiness; (cC) immediately upon request by of an Account Debtor claiming or, to the Bank permit that any one or more persons representing or instructed by the Bank, be allowed to have access to its assets, books and records and to inspect the same during normal business hours and it shall, promptly following the request best of the Bank authorise Borrower's knowledge and instruct belief, being entitled to exercise any retention, set-off, deduction or counterclaim; and (D) on request, details of its officers to discuss all such information relating to any of its financial condition, trading activities and prospects as the Bank may requestbank accounts held or operated by it; (dii) maintain insurances promptly upon the Agent’s request (or within such other time as are usually maintained by prudent companies carrying on similar businessesthe Agent may specify), provide the Account Records, evidence of the performance of a Contract of Sale and any other information (certified if required) relating to an Account Debtor; (eiii) use provide the Agent with details (in a form reasonably acceptable to the Agent) of all practicable endeavours credit notes issued to procure that Account Debtors within 30 three (3) Business Days of the date of their appointment as auditors of the Borrower, the relative firm of chartered accountants shall deliver to the Bank a letter addressed to the Bank from such newly appointed Auditors in substantially the form set out in Schedule 6credit note being issued; (fiv) take ensure that all steps to preserve its rights arising under any invoices and similar documents in respect of the Acquisition Documents and New Acquisition Documents and in the event of any breach of any of the warranties and indemnities given thereunder by the Vendor the New Vendor, Regis Corporation or any other person promptly and at its own cost and expense take all practicable steps to enforce such rightsan Account contain payment terms; (gv) pay comply with the Agent’s procedures relating to this Agreement and discharge all Taxes any request of the Agent or the Security Agent intended to preserve 49173559_13 that Finance Party’s interest in Accounts and/or mitigate any liabilities, including at Agent or the Security Agent’s reasonable request, signing additional documents and governmental charges before the date on which the same become overdue unless, allowing any employee or agent of them to enter its premises to check Account Records and only to the extent that, such Taxes and charges shall be contested in good faith by appropriate proceedings, pending determination of which payment may lawfully be withheld, and there shall be set aside adequate reserves with respect to any such Taxes or charges so contested in accordance with Generally Accepted Accounting Principlescopy them; (hvi) comply with all applicable unfair contract terms, consumer and small business protection legislation, regulations and rules and all credit legislation, regulations and rules (in each case including all respects with Sections 151 guidance given by applicable regulators) in respect of all contracts giving rise to 158 of the Act including in relation to the execution of the Security Documents and the payment of amounts due under this Agreement;Accounts; and (ivii) change the Target's accounting reference date from 31st December endeavour to 30th June within 30 days after the date of this Agreement; (j) change SHL's and SSL's accounting reference date to 30th June within 30 days after the date of the Amendment and Restatement Agreement; (k) enter into the Interest Rate Protection Agreements within 14 days after the Completion Date; (l) within 14 days after the Completion Date, properly execute and deliver to the Bank the Keyman Insurance Assignment; (m) procure that all necessary assignments and other consents promptly resolve any dispute relating to Property are obtained expeditiously; (n) procure that equivalent pension arrangements and death in service benefits enjoyed by those employees previously employed by the New Vendor and now employed by SHL or SSL are maintained throughout the duration of their employment with SHL or SSL;any Account.