Common use of Restrictions on dealing Clause in Contracts

Restrictions on dealing. (a) It will not (without the prior written consent of the Mortgagee) take or permit any action that may result in: (i) the Company’s memorandum or articles of association being amended in any way which is prejudicial to the interests of the Mortgagee in any material respect or inconsistent in any material respect with the terms of this Deed or any other Finance Document; (ii) the Company paying, making or distributing any Related Asset unless it is permitted to do so under the Facility Agreement; (iii) any rights attaching to any Collateral being altered; (iv) any replacement certificates of title being issued for any Collateral; (v) the appointment of any director of the Company unless the Mortgagee is provided with each document specified in Clause 4.3 (New directors) on the date of appointment; (vi) a change in the Company’s registered office address or registered office provider; (vii) the Company’s registered office provider ceasing to maintain the Register of Members; (viii) the Company merging or consolidating with any other body corporate, unless otherwise permitted under the Facility Agreement; (ix) the Company being liquidated; or (x) the Company ceasing to be registered under the Companies Law or in good standing with the Registrar. (b) It will not (without the prior written consent of the Mortgagee) transfer, sell, grant any option over, surrender, redeem or otherwise dispose of, part with possession of, or (except as permitted by Clause 5 (Distribution and voting rights)) deal with, any Collateral or permit any of these things to happen. (c) It will not (without the prior written consent of the Mortgagee) create, or allow to exist, any Security Interest or other third party interest over any Collateral.