Undertakings and Covenants. 15.1 You undertake to us that you will: (a) duly and promptly comply with all laws and mandatory obligations applicable, the non- compliance with which might have a material adverse effect on you; (b) duly and promptly perform and comply with your obligations under the Securities to which you are a party and the transactions contemplated by you; (c) notify us of the occurrence of any Event of Default or any event or circumstance which may have a material adverse effect on you, immediately upon becoming aware of it (providing us with full details of it and any action taken or proposed to be taken in relation to it); (d) promptly give to us, on reasonable request, any information relating to your business, financial condition or operations; (e) at all times: (i) insure and keep insured all of your assets of an insurable nature which are customarily insured against loss or damage by fire, earthquake and war damage, and other risks normally insured against by persons carrying on the same class of business as that carried on by you (and any other risks which we may from time to time reasonably require) for their full insurable value; and (ii) take out and maintain such other insurance against liability on account of injury or damage sufferance by the public and against such other risks that are considered prudent and in accordance with best commercial practice to insure against, in each case with reputable insurers approved by us, noting our and your names for each other’s respective rights and interest with all payments on account of loss or otherwise to be made to our order. You must, at such times as we may reasonably require, provide a certificate from an insurer approved by us confirming that you are complying with your insurance obligations under this clause; and (f) if the Borrower is a company do all things necessary to maintain your corporate existence in the same form as at the date of the Facility Agreement. 15.2 In addition to any undertaking stated in the Facility Agreement, you undertake to us that you will not, without our prior written consent: (a) create or permit to exist any security interest over the whole or any part of your assets; (b) lend or otherwise provide any other financial accommodation to, give any guarantee or indemnity in respect of, or otherwise assume, the indebtedness or the obligations of any person; (c) make a material change in the nature or scope of your business as it is conducted as at the date of the Facility Agreement; (d) either by a single transaction or series of transactions, whether related or not and whether voluntary or involuntary and whether one at a time or over a period of time, dispose of all or any material part of your assets; (e) incur any indebtedness for borrowed money other than indebtedness under or permitted by us; (f) if the Borrower is a company, subject to the provisions of the Facility Agreement (from time to time), make any distribution; (g) if the Borrower is a company, enter into a major transaction (as defined in section 129 of the Companies Act); or (h) if the Borrower is a company, enter into any transaction with any person except for value in the ordinary course of business on an arm’s length basis and on normal commercial terms. 15.3 If the Borrower or any Guarantor is a trust, then the Trustees covenant that: (a) they shall, forthwith on receiving our request, exercise the Trustees’ right of indemnity against the Trust Assets and all rights the Trustees may have against any beneficiary to enable repayment of the Facility Balance and other amounts payable pursuant to the Facility Agreement to us; (b) they shall not (either in a single transaction or in a series of transactions, whether related or not) without our prior written consent sell, convey, transfer or otherwise dispose of any part of the undertaking of the Trust or the Trust Assets if and to the extent that such sale, conveyance, transfer or other disposal could reasonably be expected to adversely affect our ability to exercise our rights, or your ability to comply with your obligations, under the Facility Agreement or any Security, or the value of any Security; and (c) they shall not, without our prior written consent, exercise or consent to the exercise of: (i) any power to alter, amend, vary or revoke the terms of the Trust Deed; (ii) any power to make any capital distribution of any Trust Assets; (iii) any power to wind up the Trust; (iv) any power for the Trust to incur any liability for less than full consideration; or (v) any power for the Trust to repay any indebtedness to any settler or beneficiary of the Trust. (d) the Trustees shall: (i) immediately notify us in writing if and in the event any of the Trustees shall cease to be a trustee of the Trust; and (ii) ensure that any person who becomes a trustee of the Trust (whether in replacement or addition to the Trustees) enters into a deed with us whereby such person(s) agrees to perform the obligations of the Trustees under this Facility Agreement and any Security. 15.4 If the Borrower or Guarantor is a partnership, then the Partners undertake that: (a) they will ensure that no person is appointed as a partner of the Partnership other than a person who assumes all of the obligations and liabilities of an existing but exiting Partner under the Facility Agreement on terms acceptable to us, and is reasonably acceptable to us; (b) that they will not amend or revoke, or permit the amendment or revocation of the Partnership Agreement without our prior consent; (c) they will not permit any or all of the capital of the Partnership to be distributed to or on behalf of the Partners; and (d) they will notify us immediately upon the appointment of any new partner and the retirement or death of any Partner. 15.5 If the Facility is a Business OD, then you and any Guarantor shall, immediately on receiving our written request, at any time during the term of the Facility, provide such further financial information as and when we require, including (without limitation), statements of assets, liabilities, income and expenditure, balance sheets, accounts and cash flow forecasts. Such financial information produced by you pursuant to this clause 15 must be sufficient in the circumstances to indicate whether or not there has been any adverse change in your or any Guarantor’s financial position which may be reasonably expected to affect your or any Guarantor’s ability to continue to comply with your obligations under this Agreement.
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Sources: Facility Agreement, Facility Agreement