Common use of Covenants of the Pledgors Clause in Contracts

Covenants of the Pledgors. 7.1 In addition to and without prejudice to anything else contained in the Finance Documents, the Pledgors undertake not to do or cause or permit to be done anything which will, or could be reasonably expected to adversely affect the security or the rights of the Pledgee hereunder, the value thereof or the rights of the Pledgee hereunder, or cause an Event of Default to occur, or which is in any way inconsistent with or depreciates, jeopardises or otherwise prejudices the Security Assets, the security or the rights of the Pledgee under the Finance Documents, and, further, to take such action as shall from time to time be necessary to maintain the security rights of the Pledgee hereunder. 7.2 In particular (and without prejudice to the generality of Clause 7.1 above) the Pledgors covenants with the Pledgee that as from the date hereof and at any time during the Security Period it, subject to Clause 8.1 below and except to the extent otherwise permitted by the terms of the Finance Documents (and, in such case, subject to the satisfaction of all applicable conditions thereto), without the prior written consent of the Pledgee: (i) shall not sell, dispose of (other than as required for the operation of the Bank Accounts, collection of Accounts Receivable Claims, the Inventory, the Machinery and Equipment and the Intercompany Loan claims in the ordinary course of their business), assign, transfer, further pledge, charge or encumber in any other manner any of the Security Assets or permit to exist any encumbrance or similar security interest on them, except for the charge created by this Agreement; (ii) shall at their own cost, warrant and defend the rights and interest of the Pledgee conferred by this Agreement over the Security Assets against the claims and demands of all persons whomsoever, subject always, to necessary authorisations from the Pledgee; (iii) shall not take any steps or knowingly permit or accept any steps to be taken which would or could reasonably be expected to materially and adversely affect the interests of the Pledgee in the Security Assets under this Agreement; (iv) shall promptly inform the Pledgee in writing of any new intercompany loan to be made available by it, and simultaneously with the entry into by it of the relevant intercompany loan agreement grant a first ranking pledge hereunder over (including the due and prompt perfection thereof) such intercompany loan in favour of the Pledgee in respect of the Secured Obligations; (v) shall promptly inform the Pledgee in writing of any new bank accounts to be opened by it, and simultaneously with the opening of such bank account (other than tax deduction accounts) grant a first ranking pledge hereunder over (including the due and prompt perfection thereof) such bank account in favour of Pledgee in respect of the Secured Obligations; and (vi) shall promptly inform the Pledgee should the Pledgors at any time be informed that there are plans to reconstitute the legal rights to any of the Security Assets.

Covenants of the Pledgors. 7.1 In addition Each Pledgor, as to itself and without prejudice to anything else contained its Pledged Collateral, shall: (a) Perform each and every covenant in the Finance Documents, the Pledgors undertake not to do or cause or permit to be done anything which will, or could be reasonably expected to adversely affect the security or the rights any of the Pledgee hereunderLoan Documents applicable to such Pledgor; (b) At all times keep at least one complete set of its records concerning the Pledged Collateral pledged by such Pledgor hereunder at such Pledgor’s respective Chief Executive Office as set forth in Schedule B hereto, and not change the value thereof location of such Chief Executive Office or of such records without giving the rights Collateral Agent at least thirty (30) days prior written notice thereof; (c) Not permit any Issuer that is a general partnership, limited partnership or limited liability company to: (i) authorize the amendment of or amend the Pledgee hereunder, Governing Documents of such Issuer or cause an Event of Default to occur, or which is in any way inconsistent with or depreciates, jeopardises or otherwise prejudices the Security Assets, the security or the rights of the Pledgee under the Finance Documents, and, further, to take such action as shall from time to time be necessary to maintain the security rights of the Pledgee hereunder. 7.2 In particular (and without prejudice to the generality of Clause 7.1 aboveii) the Pledgors covenants with the Pledgee that as from the date hereof and at any time during the Security Period it, subject to Clause 8.1 below and except to the extent otherwise permitted such Capital Stock is uncertificated, authorize the issuance of or issue certificates evidencing the Capital Stock of such Issuer without the consent of the Collateral Agent (which consent shall not be unreasonably withheld); (d) To the extent it may lawfully do so, use its best efforts to prevent the Issuers from issuing Future Rights or Proceeds, except for cash dividends and other distributions, if any, that are not prohibited by the terms of the Finance Documents (and, in such case, subject to the satisfaction of all applicable conditions thereto), without the prior written consent of the Pledgee: (i) shall not sell, dispose of (other than as required for the operation of the Bank Accounts, collection of Accounts Receivable Claims, the Inventory, the Machinery and Equipment and the Intercompany Loan claims in the ordinary course of their business), assign, transfer, further pledge, charge Credit Agreement or encumber in any other manner any of the Security Assets or permit to exist any encumbrance or similar security interest on them, except for the charge created by this Agreement; (ii) shall at their own cost, warrant and defend the rights and interest of the Pledgee conferred by this Agreement over the Security Assets against the claims and demands of all persons whomsoever, subject always, to necessary authorisations from the Pledgee; (iii) shall not take any steps or knowingly permit or accept any steps to be taken which would or could reasonably be expected paid by any Issuer to materially and adversely affect the interests of the Pledgee in the Security Assets under this Agreement; (iv) shall promptly inform the Pledgee in writing of any new intercompany loan to be made available by it, and simultaneously with the entry into by it of the relevant intercompany loan agreement grant a first ranking pledge hereunder over (including the due and prompt perfection thereof) such intercompany loan in favour of the Pledgee in respect of the Secured Obligations; (v) shall promptly inform the Pledgee in writing of any new bank accounts to be opened by it, and simultaneously with the opening of such bank account (other than tax deduction accounts) grant a first ranking pledge hereunder over (including the due and prompt perfection thereof) such bank account in favour of Pledgee in respect of the Secured ObligationsPledgor; and (vie) shall promptly inform Upon receipt by such Pledgor of any notice, report, or other communication from the Pledgee should the Pledgors at Issuer or any time be informed that there are plans to reconstitute the legal rights to Holder of its Pledged Collateral materially affecting all or any part of the Security AssetsPledged Collateral, promptly deliver a copy of such notice, report or other communication to the Collateral Agent, but in no event later than five (5) days following the receipt thereof by such Pledgor.

Covenants of the Pledgors. 7.1 In addition to and without prejudice to anything else contained in During the Finance Documentsterm of this Agreement, the Pledgors undertake not shall: (i) execute and deliver, within the terms stated in this Agreement, all the documents and instruments and carry out any other action deemed necessary, as the Pledgee may reasonably consider, in order to do or cause or permit create, perfect, maintain and protect the Securities Pledge over the Securities that is created in terms of this Agreement, and to be done anything which willallow the Pledgee to exercise its rights in terms of this Agreement, or could be reasonably expected to adversely affect defending at any time the security or the rights rights, title and interests of the Pledgee hereunderwith respect to the Securities against any claims and resources of any Person other than the Pledgee; (ii) not constitute., incur, assume or permit the value thereof existence of any Lien or the rights of the Pledgee hereunderguaranty or option in favor of, or cause an Event claim of Default any Person, with regards to occurthe Securities, either currently or hereinafter subscribed, except for the Securities Pledge; (iii) not sell, transfer, assign, grant the use over, deliver, transfer to a trust, license, or which is dispose in any way inconsistent other manner, nor create any option over the Securities or any rights in connection with or depreciates, jeopardises or otherwise prejudices the Security Assets, the security or the rights of the Pledgee under the Finance Documents, and, further, to take such action as shall from time to time be necessary to maintain the security rights of the Pledgee hereunder. 7.2 In particular (and without prejudice to the generality of Clause 7.1 above) the Pledgors covenants with the Pledgee that as from the date hereof and at any time during the Security Period it, subject to Clause 8.1 below and except to the extent otherwise permitted by the terms of the Finance Documents (and, in such case, subject to the satisfaction of all applicable conditions thereto)THE Securities, without the prior written consent of the Pledgee: (i) shall not sell, dispose of (other than as required for the operation of the Bank Accounts, collection of Accounts Receivable Claims, the Inventory, the Machinery and Equipment and the Intercompany Loan claims in the ordinary course of their business), assign, transfer, further pledge, charge or encumber in any other manner any of the Security Assets or permit to exist any encumbrance or similar security interest on them, except for the charge created by this Agreement; (ii) shall at their own cost, warrant and defend the rights and interest of the Pledgee conferred by this Agreement over the Security Assets against the claims and demands of all persons whomsoever, subject always, to necessary authorisations from the Pledgee; (iii) shall not take any steps or knowingly permit or accept any steps to be taken which would or could reasonably be expected to materially and adversely affect the interests of the Pledgee in the Security Assets under this Agreement; (iv) shall promptly inform the Pledgee in writing pay any and all taxes, determinations and any other charges of any new intercompany loan nature that may be imposed or determined against of, or with respect to be made available by it, and simultaneously the Securities or in connection with the entry into dividends and interests (including, without limitation, the Distributions) and all any other distributions in connection with the Securities (other than the taxes payable by it the Company in connection with any of such distributions), as well as derived from this Agreement, the deposit of the relevant intercompany loan agreement grant a first ranking pledge hereunder over (including Securities in Indeval or the due and prompt perfection thereof) such intercompany loan execution procedure provided in favour Clause Tenth of the Pledgee in respect of the Secured Obligations;this Agreement. (v) shall promptly inform hold the Pledgee Administrator and Executor free and harmless for the exercise of their corresponding duties in writing terms of this Agreement and from any new bank accounts to be opened by it, and simultaneously with other claim against the opening of such bank account (other than tax deduction accounts) grant a first ranking pledge hereunder over (including Executor or the due and prompt perfection thereof) such bank account in favour of Pledgee in respect Administrator that may arise from the exercise of the Secured Obligationscorresponding agency, including, without limitation, by any of the actions described in paragraph (b) of Clause Fourth of this Agreement, as well as to bare any costs and expenses incurred by the Administrator and/or Executor by exercising its corresponding duties; (vi) maintain the Brokerage Agreements in full force and effect, as well as any other documents or instructions in connection with and/or derived from such Brokerage Agreements; and (vivii) shall promptly inform the Pledgee should in general, comply with their obligations derived from this Agreement. The foregoing, provided that the Pledgors at any time be informed that there are plans to reconstitute the legal rights to any shall only bare and pay their own expenses and fees and, in no way shall bare those of the Security AssetsPledgee, nor its advisors or representatives of any kind.

Covenants of the Pledgors. 7.1 In addition The Pledgors covenants and agrees that, during the Security Period: (a) The Pledgors shall pay, before any fine, penalty, interest or cost attaches thereto, all taxes, assessments and other governmental or non-governmental charges or levies now or hereafter assessed or levied against the Collateral or upon the Liens provided for herein (except for Liens for taxes and assessments not then delinquent or subject to and without prejudice to anything else contained in the Finance Documents, the Pledgors undertake not to do or cause or permit to be done anything which will, or could be reasonably expected to adversely affect the security or the rights of the Pledgee hereunder, the value thereof or the rights of the Pledgee hereundera bona-fide dispute) as well as pay, or cause an Event of Default to occurbe paid, all claims for labour, materials or which is in any way inconsistent with or depreciatessupplies which, jeopardises or otherwise prejudices the Security Assetsif unpaid, the security or the rights of the Pledgee under the Finance Documentsmight become a Lien thereon, and will retain copies of, and, furtherupon request, permit the Security Trustee or any Secured Party to take such action as shall from time to time be necessary to maintain the security rights examine, receipts showing payment of any of the Pledgee hereunderforegoing. 7.2 In particular (and without prejudice b) The Pledgors shall not create, incur, assume or suffer to the generality of Clause 7.1 above) the Pledgors covenants with the Pledgee that as from the date hereof and at exist any time during the Security Period it, subject to Clause 8.1 below and except to the extent otherwise permitted by the terms Lien upon any of the Finance Documents (and, in such case, subject Collateral except pursuant to the satisfaction of all applicable conditions thereto), without the prior written consent of the Pledgee:this pledge. (ic) The Pledgors shall not sell, assign or otherwise transfer or dispose of (other than as required for the by operation of the Bank Accounts, collection of Accounts Receivable Claims, the Inventory, the Machinery and Equipment and the Intercompany Loan claims in the ordinary course law or otherwise) any part of their business), assign, transfer, further pledge, charge or encumber interest in any other manner any of the Collateral save with the express prior written approval of the Majority Lenders under the Loan Agreement. (d) The Pledgors shall not change their corporate name, identity or company structure from the name shown on the signature pages hereof or change the location of their place of business if they have one, or their chief executive principal office unless the Pledgors shall have given to the Security Assets or permit Trustee at least 30 days prior written notice thereof. (e) The Pledgors confirm that they have waived their pre-emptive rights to exist purchase any encumbrance or similar security interest on them, except shares in the Borrower and hereby confirm that waiver and undertake not to revoke such waiver for the charge created by this Agreement; (ii) shall at their own cost, warrant and defend the rights and interest of the Pledgee conferred by this Agreement over the Security Assets against the claims and demands of all persons whomsoever, subject always, to necessary authorisations from the Pledgee; (iii) shall not take any steps or knowingly permit or accept any steps to be taken which would or could reasonably be expected to materially and adversely affect the interests of the Pledgee in the Security Assets under this Agreement; (iv) shall promptly inform the Pledgee in writing of any new intercompany loan to be made available by it, and simultaneously with the entry into by it of the relevant intercompany loan agreement grant a first ranking pledge hereunder over (including the due and prompt perfection thereof) such intercompany loan in favour of the Pledgee in respect of the Secured Obligations; (v) shall promptly inform the Pledgee in writing of any new bank accounts to be opened by it, and simultaneously with the opening of such bank account (other than tax deduction accounts) grant a first ranking pledge hereunder over (including the due and prompt perfection thereof) such bank account in favour of Pledgee in respect of the Secured Obligations; and (vi) shall promptly inform the Pledgee should the Pledgors at any time be informed that there are plans to reconstitute the legal rights to any duration of the Security AssetsPeriod.