Restrictions on dealing. The Company represents, warrants and undertakes to the Security Trustee that save with the prior written consent of the Security Trustee: (a) it has and will at all times during the subsistence of the Security have legal title to and is and at all times during the subsistence of the Security will be entitled to the entire beneficial interest in the Secured Assets free from Security Interests (save for Permitted Security Interests) and will not create or attempt to create or permit to arise or subsist any Security Interest on any of the Secured Assets; (b) save as permitted by the Credit Agreement or this Debenture it has not sold or agreed to sell or otherwise disposed of or agreed to dispose of and will not at any time during the subsistence of the Security sell, assign, part with, transfer, lease, licence or otherwise dispose of the benefit of all or any of the Company's right, title and interest in and to the Secured Assets or any part of them and will not agree to or grant any option in respect of any of the above, with the exception of: (i) sales of its stock in trade at not less than market value in the ordinary course of its business; (ii) the use of cash for the acquisition of goods or services in the ordinary course of its business; and (iii) the sale or disposal of all or any of its undertaking and assets for the time being subject to the floating charge created pursuant to Clause 3.3 (Floating charge) in the ordinary course of its business until such time as such floating charge is converted into a fixed charge pursuant to Clause 6 (Crystallisation of Floating Charge) or by operation of law; and (c) (i) upon or after the occurrence of an Enforcement Event and upon receipt of a notice from the Security Trustee requiring the establishment of a Special Account (or Special Accounts), it will promptly pay into a Special Account all monies which it may receive in respect of the Debts immediately on receipt and it will not be entitled to withdraw or transfer from the Special Accounts any monies standing to the credit of such Special Accounts or direct any payment to be made from such Special Accounts to any person, and (ii) until such payment into a Special Account of the nature referred to in sub-clause (c) (i) will hold all monies which it may receive in respect of the Debts on trust for the Security Trustee and will not release, set-off, compound or deal with the Debts otherwise than by getting in and realising the same in the ordinary and proper course of its business (and for this purpose the realisation of Debts by means of block discounting, factoring or the like shall not be regarded as dealing in the ordinary and proper course of its business).
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Restrictions on dealing. The Company represents, warrants and undertakes to the Security Trustee that save with the prior written consent of the Security Trustee:
(a) it has and will at all times during the subsistence of the Security have legal title to and is and at all times during the subsistence of the Security will be entitled to the entire beneficial interest in the Secured Assets free from Security Interests (save for Permitted Security Interests) and will not create or attempt to create or permit to arise or subsist any Security Interest on any of the Secured Assets;
(b) save as permitted by the Credit Agreement or this Debenture it has not sold or agreed to sell or otherwise disposed of or agreed to dispose of and will not at any time during the subsistence of the Security sell, assign, part with, transfer, lease, licence or otherwise dispose of the benefit of all or any of the Company's right, title and interest in and to the Secured Assets or any part of them and will not agree to or grant any option in respect of any of the above, with the exception of:
(i) sales of its stock in trade at not less than market value in the ordinary course of its business;
(ii) the use of cash for the acquisition of goods or services in the ordinary course of its business; and
(iii) the sale or disposal of all or any of its undertaking and assets for the time being subject to the floating charge created pursuant to Clause 3.3 (Floating charge) in the ordinary course of its business until such time as such floating charge is converted into a fixed charge pursuant to Clause 6 (Crystallisation of Floating Charge) or by operation of law; and
(c) (i) upon or after the occurrence of an Enforcement Event and upon receipt of a notice from the Security Trustee requiring the establishment of a Special Account (or Special Accounts), it will promptly pay into a Special Account all monies which it may receive in respect of the Debts immediately on receipt and it will not be entitled to withdraw or transfer from the Special Accounts any monies standing to the credit of such Special Accounts or direct any payment to be made from such Special Accounts to any person, and (ii) until such payment into a Special Account of the nature referred to in sub-clause (c) (ic)(i) will hold all monies which it may receive in respect of the Debts on trust for the Security Trustee and Trustee, it will not release, set-off, compound or deal with the Debts otherwise than by getting in and realising the same in the ordinary and proper course of its business (and for this purpose the realisation of Debts by means of block discounting, factoring or the like shall not be regarded as dealing in the ordinary and proper course of its business).
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