Common use of Security Value Clause in Contracts

Security Value. (a) (Restriction on Encumbrances): No Borrower or Guarantor will create, permit or suffer to exist any Encumbrance over all or any of its assets (including the Security Property) except for: (i) the Securities; (ii) liens arising by operation of law in the ordinary course of day-to-day trading and securing obligations not more than 90 days old; (iii) a banker's lien or right of set-off or combination arising by operation of law or practice over property or money deposited with a banker in the ordinary course of the Obligor's ordinary business; (iv) contractual set off rights in respect of the Borrower's transactional banking facilities and arrangements; (v) arrangements constituted by retention of title (other than an Adverse Title Retention Arrangement) in connection with the acquisition of goods provided the goods are acquired in the ordinary course of the Obligor's business; (vi) Encumbrances arising by operation of law in connection with rights arising in the ordinary and usual course of its business in favour of an unpaid seller, the obligations of the purchaser not being more than 90 days old; (vii) Encumbrances created by statute in favour of governmental or semi- governmental authorities or departments securing the payment of rates or Taxes except as created because of the failure to duly pay Taxes; or (viii) Encumbrances created as part of a Permitted Lease Transaction. (b) (Transactions similar to security): No Borrower or Guarantor will: (i) sell or otherwise dispose of any of its assets on terms whereby such asset is or may be leased to or re-acquired or acquired by any member of the Group other than for the purposes of giving effect to a Permitted Lease Transaction; or (ii) sell or otherwise dispose of any of its receivables on recourse terms; or (iii) except for assets acquired in the ordinary course of business on the normal commercial terms of the vendor, purchase any asset on terms providing for a retention of title by the vendor or on conditional sale terms or on terms having a like substantive effect to any of the foregoing, provided that where such assets are fixed assets, the aggregate capital value of the item or items acquired or supplied under the same contract (or under a series of related contracts) will be less than $100,000 or such other amount as agreed. (c) (Adverse Title Retention Arrangements): No Borrower or Guarantor will enter into or allow to exist any Adverse Title Retention Arrangement in respect of any assets delivered to it in the course of its business. (d) (Disposals): No Borrower or Guarantor will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of: (i) any shares in any member of the Group; (ii) all or any other part of its respective assets or undertaking, other than: A. disposals in the ordinary course of business of the Group; B. disposals of surplus, obsolete or redundant plant and equipment, not required for the efficient operation of its business, at fair market value; C. the expenditure of cash in payment for assets or services acquired at market value in the course of its business; D. disposals of assets in exchange for other assets, in the reasonable opinion of the person effecting the disposal, comparable or superior as to type, value or quality; E. disposals of assets to any member of the Group provided that the Group Member has provided to the Security Agent a Security or such additional Securities as the Majority Banks reasonably require; F. disposals of assets for the purposes of re- placement of those assets; G. disposals of assets with the prior written consent of the Agent, which consent will not be unreasonably with- held or delayed; or H. disposals required to give effect to a Per- mitted Lease Transaction. (e) (Pari passu ranking): The Borrower and each Guarantor undertakes that its obligations under this Agreement rank and will at all times rank at least pari passu in right and priority of payment and in point of security (save by reason of and to the extent of its security afforded thereto by the Securities) with all its other present and future unsecured and unsubordinated obligations, other than obligations applicable generally to companies incorporated in its jurisdiction of incorporation which have priority by operation of law (including, without prejudice to the generality of the foregoing, in respect of employees' remuneration, Taxes and like obligations).

Security Value. (a) (Restriction on Encumbrances): No Borrower or Guarantor will create, permit or suffer to exist any Encumbrance over all or any of its assets (including the Security Property) except for: (i) until the first Utilisation Date, the Nortel/DSC Security; (ii) the Securities; ; (iiiii) liens arising by operation of law in the ordinary course of day-to-day trading and securing obligations not more than 90 days old; overdue; (iiiiv) a banker's lien or right of set-off or combination arising by operation of law or practice over property or money deposited with a banker in the ordinary course of the Obligor's ordinary business; ; (ivv) contractual set off rights in respect of the Borrower's =s transactional banking facilities and arrangements; ; (vvi) arrangements constituted by retention of title (other than an Adverse Title Retention Arrangement) in connection with the acquisition of goods provided the goods are acquired in the ordinary course of the Obligor's business; ; (vivii) Encumbrances arising by operation of law in connection with rights arising in the ordinary and usual course of its business in favour of an unpaid seller, the obligations of the purchaser not being more than 90 days old; overdue; or (viiviii) Encumbrances created by statute in favour of governmental or semi- semi-governmental authorities or departments securing the payment of rates or Taxes except as created because of the failure to duly pay Taxes; or or (viiiix) Encumbrances created existing as part at the date of a Permitted Lease Transactionthis Agreement in favour of parties to the Pole and Cabling Duct Agreements referred to in paragraphs (a) and (b) of the definition of Material Contracts. (b) (Transactions similar to security): No Borrower or Guarantor will: (i) sell or otherwise dispose of any of its assets on terms whereby such asset is or may be leased to or re-acquired or acquired by any member of the Group other than for the purposes of giving effect to a Permitted Lease TransactionGroup; or or (ii) sell or otherwise dispose of any of its receivables on recourse termsreceivables; or (iii) except for assets acquired in the ordinary course of business on the normal commercial terms of the vendor, purchase any asset on terms providing for a retention of title by the vendor or on conditional sale terms or on terms having a like substantive effect to any of the foregoing, provided that where such assets are fixed assets, the aggregate capital value of the item or items acquired or supplied under the same contract (or under a series of related contracts) will be less than $100,000 or such other amount as agreed. (c) (Adverse Title Retention Arrangements): No Borrower or Guarantor will enter into or allow to exist any Adverse Title Retention Arrangement in respect of any assets delivered to it in the course of its business. (d) (Disposals): No Borrower or Guarantor will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of: (i) any shares in any member of the Group; (ii) all or any other part of its respective assets or undertaking, other than: A. disposals in the ordinary course of business of the Group; B. disposals of surplus, obsolete or redundant plant and equipment, not required for the efficient operation of its business, at fair market value; C. the expenditure of cash in payment for assets or services acquired at market value in the course of its business; D. disposals of assets in exchange for other assets, in the reasonable opinion of the person effecting the disposal, comparable or superior as to type, value or quality; E. disposals of assets to any member of the Group provided that the Group Member has provided to the Security Agent a Security or such additional Securities as the Majority Banks reasonably require; F. disposals of assets for the purposes of re- placement of those assets; G. disposals of assets with the prior written consent of the Agent, which consent will not be unreasonably with- held or delayed; or H. disposals required to give effect to a Per- mitted Lease Transaction. (e) (Pari passu ranking): The Borrower and each Guarantor undertakes that its obligations under this Agreement rank and will at all times rank at least pari passu in right and priority of payment and in point of security (save by reason of and to the extent of its security afforded thereto by the Securities) with all its other present and future unsecured and unsubordinated obligations, other than obligations applicable generally to companies incorporated in its jurisdiction of incorporation which have priority by operation of law (including, without prejudice to the generality of the foregoing, in respect of employees' remuneration, Taxes and like obligations).