Undertakings. 8.1 The Issuer undertakes to the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender). 8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; or (b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or (c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them). 8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes or
Appears in 2 contracts
Undertakings. 8.1 The Issuer Mortgagor undertakes and agrees with the Mortgagee, throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing or the Mortgagee is under any obligation (whether actual or contingent) to make available any further advance or financial accommodation under any Loan Document, that the Seller Mortgagor will, unless the Mortgagee otherwise agrees in writing:
6.1.1 not create or attempt or agree to create or permit to arise or exist any Lien over all or any part of the Security Assets or any interest therein or otherwise assign, deal with or dispose of all or any part of the Security Assets except under or pursuant to this Deed or permitted by the other Loan Documents;
6.1.2 not grant in favour of any other Person any interest in or any option or other rights in respect of any of the Shares;
6.1.3 ensure that it will no Person (if any) holding any of the Shares as its nominee for the time being does any of the acts prohibited in Section 6.1.1 and/or 6.1.2 above;
6.1.4 procure that the Borrower shall not issue or resolve or agree to issue or grant any option or other right to acquire shares to any Person other than the Mortgagor (and subject always to this Deed);
6.1.5 at all times (remain the beneficial owner of the Shares;
6.1.6 procure that no amendment or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes supplement is made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection memorandum or articles of association of the Sale) in accordance with the standard of a ReasonableBorrower, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:
(a) any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; or
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors shareholders’ agreement or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller similar agreement relating to the interest payable by Borrower or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories other constitutional documents of the Servicer stating Borrower;
6.1.7 procure that such a determination has been made under paragraph (a), (b), no director or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence secretary of the satisfaction Company is appointed with effect from the date of this Deed, except with the prior written consent of the conditions precedent set out aboveMortgagee, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve immediately upon the Seller a notice in the form appointment of any new director or secretary of the Loan Repurchase Notice substantially Borrower, deposit or procure that there be deposited with the Mortgagee (i) a signed undated letter of resignation by such director or secretary in the form set out in Schedule 6 3, (Loan Repurchase Noticeii) requiring signed undated written resolutions of the Seller to repurchase board of directors of the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but Borrower in the case form of Schedule 4-1, and (iii) a determination in respect letter of paragraph (b) above, only if at any time on or after undertaking and authorization executed by such determination, the Standard Variable Rate first-mentioned director of the Seller (as applicableBorrower in the form of Schedule 6-1;
6.1.8 in the event of any Event of Default has occurred, forthwith upon receipt, procure that all Dividends and any repayments or revenues are paid directly into the Borrower Collection Account or a separate account(s) or other discretionary interest rate or margin shall be below or shall fall below designated by the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating Mortgagee which account is charged in favour of the Seller or (where Mortgagee as security for the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or Secured Obligations;
(i) such other lower rating which is consistent with procure that the then current rating methodology common seal and corporate books of the relevant Rating Agency or Borrower, including the share certificate book, minutes books and registers of directors, members, transfers and Liens may be inspected by the Mortgagee upon reasonable notice and at all at such reasonable times during normal business hours and as often as may be reasonably requested; (ii) such other lower rating upon an Event of Default which is continuing, procure that the Cash Manager certifies in writing common seal and corporate books of the Borrower, including the share certificate book, minutes books and registers of directors, members, transfers and Liens are held to the Note Trustee order of the Mortgagee and that the same are delivered to the Mortgagee, on demand by the Mortgagee;
6.1.10 do or permit to be done every act or thing which the Mortgagee may from time to time reasonably require for the purpose of enforcing the rights of the Mortgagee hereunder;
6.1.11 not do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value of the Mortgagee’s security hereunder;
6.1.12 not directly or indirectly approve, cause or permit the occurrence of any bankruptcy action with respect to the Borrower or any other Loan Party, unless the Mortgagee has consented thereto in writing; and
6.1.13 ensure that at all times this Deed (and the Security Trustee would have an adverse effect on the ratings claims of the Class A Notes orMortgagee against it hereunder) shall have the priority which this Deed is expressed to have and obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorizations, approvals, licences and consents required in or by the laws of its jurisdiction of incorporation and/or any other relevant jurisdiction to enable it lawfully to enter into and perform its obligations under this Deed and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation and Hong Kong and any other relevant jurisdiction.
Appears in 2 contracts
Sources: Share Mortgage Agreement, Share Mortgage Agreement (Cgen Digital Media Co LTD)
Undertakings. 8.1 The Issuer ▇▇▇▇▇ undertakes to IC until the Seller that it will at all times (or will direct release of the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security Pledge in accordance with the policies set out terms hereof, except as expressly permitted herein:
6.1.1. not to create a Security Interest over, or permit the creation of, a Security Interest, in any manner, over the Pledged Assets without the prior written consent of IC;
6.1.2. not to sell, assign, transfer or otherwise dispose of any of the Pledged Assets and not to grant any right therein without the prior written consent of IC, except as expressly permitted in Section 7.5.2 of the Loan Agreement and pursuant to its terms;
6.1.3. not to enter into any conflicting obligation affecting the Pledged Assets or any part thereof, or create or permit to arise any overriding interest whatsoever without the prior written consent of IC;
6.1.4. to defend the Pledged Assets against, and to take, at Schedule 11 its expense, any action necessary to remove any Security Interest (Seller's Policies) to this Agreement (subject to such changes made other than Security Interests created by the Seller prior to transfer of legal title or pursuant to the Loans in accordance with Clause 7 (Perfection Loan Agreement) over any of the Sale) Pledged Assets, and to defend the rights and interest of IC in and to the Pledged Assets against the claims of any other persons;
6.1.5. to maintain all Security Interests created or purported to be created hereunder in connection with the Pledged Assets and to effect all registrations relating thereto in accordance with the standard terms hereof;
6.1.6. upon first demand of a ReasonableIC, Prudent Mortgage Lender).to promptly do any acts and execute and deliver to IC any document that IC reasonably requires from time to time for the protection of this Pledge or the Pledged Assets;
8.2 The Seller and 6.1.7. to be liable towards IC for any defect in the Issuer undertake title to each other the Pledged Assets and to bear the Security Trustee that if responsibility for the authenticity and correctness of all the signatures, endorsements and particulars of any bills, documents, instruments and securities which have been or may be delivered to IC by ▇▇▇▇▇ in connection with this Agreement;
6.1.8. to comply with the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:
(a) any term which relates to the recovery provisions of interest under the Standard Documentation all applicable to a Loan and its Related Security is unfair; or
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller laws relating to the interest payable by Pledged Assets or applicable their use;
6.1.9. to a Borrower pay when due all taxes levied against or with respect to the Pledged Assets and/or the income accruing thereon under any Loanapplicable law and to furnish IC, thenat its request, subject to with all the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating receipts for such payments, provided that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee ▇▇▇▇▇ shall be entitled to accept as sufficient evidence exercise its legal rights to appeal the levy of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller such taxes and/or defer payment thereof;
6.1.10. not to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination institute any proceedings whatsoever in respect of paragraph (b) above, only if at any time on the Secured Obligations or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes with respect to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating Pledged Assets which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would could have an adverse effect on the ratings ability of IC to realize the Pledged Assets or any part thereof without the prior written consent of IC;
6.1.11. as soon as possible after the execution of this Agreement or any amendment thereof under which additional pledges in IC Power are to be pledged (if any), and as a condition to the provision of Loans in accordance with the Loan Agreement:
(a) to procure that the following annotation in respect of all Pledged Shares be entered on the shareholders’ register of IC Power; “[number of Pledged Shares] ordinary shares of the Class A Notes orCompany par value NIS 0.01 each, and registered in the name of ▇▇▇▇▇ Holdings Ltd. are pledged in favor of Israel Corporation Ltd., pursuant to the Agreement dated [the date hereof], as amended from time to time” and to deliver a copy of such register to IC promptly following the execution of this Agreement;
(b) to procure a statement containing particulars of charge in respect of this Pledge in the form agreed between the Parties (the “Statement”) to be filed and lodged with the Accounting and Corporate Regulatory Authority of Singapore within three (3) Business Day of this Agreement and deliver a copy of the filed Statement to IC evidencing to the full satisfaction of IC, that the relevant filings, submissions and registrations required under Singapore law have been completed; and
(c) to procure (i) the filing of a Pledge Notice (tofes 1) in the form agreed between the Parties with the Israeli Pledges Registrar within one Business Day as of the date hereof, and (ii) that original certificates of registration of the Pledge and extracts within seven Business Days to be delivered to IC from a search of ▇▇▇▇▇ at the Israeli Pledges Registry, evidencing to the full satisfaction of IC, that the relevant filings, submissions and registrations required under Israeli law have been completed; Without derogating from ▇▇▇▇▇’▇ undertakings hereunder, cocnurrently with the execution of this Agreement, ▇▇▇▇▇ is executing an authorisation letter in the form agreed between the Parties, for the purpose authorising IC’s Singapore legal counsel to file such Statement with the Accounting and Corporate Regulatory Authority of Singapore.
6.1.12. not to become a party to any arrangement relating to the Pledged Assets that could reasonably likely adversely affect the Pledged Assets, ▇▇▇▇▇’▇ ability to perform its obligations hereunder, or the rights and remedies of IC in relation to the Pledged Assets, including any shareholder agreement or voting agreement, without the prior written consent of IC;
6.1.13. except as expressly consented by IC in advance in writing, not to amend, terminate or breach, or otherwise cause the amendment, termination or breach of any provision of any contract, organizational documents of IC Power, or any other instrument (collectively, the “Contracts”), (i) that is related in any way to the Pledged Assets or the rights of ▇▇▇▇▇ which are pledged under this Agreement, or (ii) in any manner which could reasonably be expected to adversely affect the rights or remedies of IC under this Agreement or contravene the obligations of ▇▇▇▇▇ hereunder;
6.1.14. except as expressly permitted under the Loan Agreement or as consented by IC in advance in writing, ▇▇▇▇▇ shall not exercise any voting or other rights nor shall it take any other action and will oppose any action which will or may result in: (i) any issuance of any shares, securities, or rights in connection with the share capital of IC Power, or any direct or indirect dilution of the equity interest of ▇▇▇▇▇ in IC Power, or its economic, voting, or other interests in IC Power (other than to ▇▇▇▇▇, and provided that all of ▇▇▇▇▇’▇ rights in respect of such shares or other securities shall be fully pledged in favour of IC in accordance with the provisions of this Agreement); (ii) any merger, demerger, consolidation, reorganization, restructuring or any similar transaction, of IC Power; (iii) the liquidation, winding-up, or dissolution of IC Power, or any procedures related thereto; (iv) any of IC Power’s shares being repurchased, cancelled, exchanged, replaced, substituted, split, divided, consolidated or converted; or (v) any occurrence or event with similar consequences or results, or otherwise any harm, damage, prejudice, or adverse effect to the rights of IC under this Agreement, the ability of IC to exercise such rights, or to the validity or enforceability of this Agreement or the Security Interests hereunder;
6.1.15. forthwith, upon the execution of this Agreement, to deliver to IC: (i) the irrevocable instructions letter from ▇▇▇▇▇ to IC Power in the form attached hereto as Exhibit B duly signed by ▇▇▇▇▇; (ii) the acknowledgment and undertaking of IC Power, duly signed by IC Power; and
6.1.16. obtain, maintain in full force and effect and comply with the terms of, and supply certified copies to the IC of, any authorizations, approvals, permits, licenses and consents required at the relevant time under any law or contract to enable it to perform and comply with its obligations hereunder, or for the validity, legality, perfection or enforceability of the Pledge.
Appears in 2 contracts
Sources: Pledge Agreement (Kenon Holdings Ltd.), Pledge Agreement (Kenon Holdings Ltd.)
Undertakings. 8.1 The Issuer undertakes to 5.1. From the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to date of this Agreement (subject to such changes made by until the Seller prior to transfer of legal title to the Loans date this Agreement is terminated in accordance with Clause 7 (Perfection 7, the Pledgor undertakes to the Collateral Agent and the other Secured Creditors that it:
5.1.1. shall not create or agree to create or permit to subsist any security interest over all or part of the SaleQuotas, other than the Right of Pledge or any Permitted Collateral Lien, or sell, transfer or otherwise dispose of the Quotas or any interest therein, unless expressly permitted by the Note Documents;
5.1.2. shall not without the prior written consent of the Collateral Agent (acting at the direction of Holders of not less than a majority in aggregate principal amount of Outstanding Securities) vote in accordance with the standard favor of a Reasonableresolution which would change the articles of association (Statuten) of the Company in a way which would reasonably be expected to materially and adversely affect the Right of Pledge;
5.1.3. shall procure that the Collateral Agent shall receive without delay a copy of (i) all notices given by the Company to its quotaholders and (ii) all resolutions of the management board of the Company, Prudent Mortgage Lender).in each case, which would reasonably be expected to adversely affect the security interest or other rights of the Collateral Agent or the Secured Creditors under this Agreement;
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that 5.1.4. shall, if and to the extent that required by applicable law, promptly make any determination shall be made by any court or other competent authority or any ombudsman or regulator that:
(a) any term which relates disclosure to the recovery of interest under Company regarding the Standard Documentation applicable to a Loan and its Related Security is unfair; or
(bbeneficial owner(s) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller Quotas;
5.1.5. shall obtain all consents, take all actions and execute all documents and instruments (including any additional security agreements) as (i) are necessary to create and perfect the security interest created or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating intended to the interest payable be created by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination this Agreement in respect of paragraph (b) abovethe Pledged Quotas, only if at or for the protection and maintenance of any time on or after such determination, the Standard Variable Rate rights of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer Collateral Agent and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed other Secured Creditors and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that are reasonably requested by the Cash Manager certifies in writing Collateral Agent for the exercise of any rights by the Collateral Agent or another Secured Creditor under this Agreement and/or to the Note Trustee and the Security Trustee would have an adverse effect facilitate foreclosure on the ratings Pledged Quotas;
5.1.6. shall not do, or permit to be done, anything which would reasonably be expected to prejudice the Right of Pledge; and
5.1.7. shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken by it under the Indenture or not taken by it under the Indenture, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action of the Class A Notes orPledgor.
Appears in 2 contracts
Sources: Indenture (Transocean Ltd.), Indenture (Transocean Ltd.)
Undertakings. 8.1 The Issuer ICPS undertakes to IC until the Seller that it will at all times (or will direct release of the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security Pledge in accordance with the policies set out terms hereof, except as expressly permitted herein:
6.1.1. not to create a Security Interest over, or permit the creation of, a Security Interest, in any manner, over the Pledged Assets without the prior written consent of IC;
6.1.2. not to sell, assign, transfer or otherwise dispose of any of the Pledged Assets and not to grant any right therein without the prior written consent of IC, except as expressly permitted in Section 7.5.2 of the Loan Agreement and pursuant to its terms;
6.1.3. not to enter into any conflicting obligation affecting the Pledged Assets or any part thereof, or create or permit to arise any overriding interest whatsoever without the prior written consent of IC;
6.1.4. to defend the Pledged Assets against, and to take, at Schedule 11 its expense, any action necessary to remove any Security Interest (Seller's Policies) to this Agreement (subject to such changes made other than Security Interests created by the Seller prior to transfer of legal title or pursuant to the Loans in accordance with Clause 7 (Perfection Loan Agreement) over any of the Sale) Pledged Assets, and to defend the rights and interest of IC in and to the Pledged Assets against the claims of any other persons;
6.1.5. to maintain all Security Interests created or purported to be created hereunder in connection with the Pledged Assets and to effect all registrations relating thereto in accordance with the standard terms hereof;
6.1.6. upon first demand of a ReasonableIC, Prudent Mortgage Lender).to promptly do any acts and execute and deliver to IC any document that IC reasonably requires from time to time for the protection of this Pledge or the Pledged Assets;
8.2 The Seller and 6.1.7. to be liable towards IC for any defect in the Issuer undertake title to each other the Pledged Assets and to bear the Security Trustee that if responsibility for the authenticity and correctness of all the signatures, endorsements and particulars of any bills, documents, instruments and securities which have been or may be delivered to IC by ICPS in connection with this Agreement;
6.1.8. to comply with the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:
(a) any term which relates to the recovery provisions of interest under the Standard Documentation all applicable to a Loan and its Related Security is unfair; or
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller laws relating to the interest payable by Pledged Assets or applicable their use;
6.1.9. to a Borrower pay when due all taxes levied against or with respect to the Pledged Assets and/or the income accruing thereon under any Loanapplicable law and to furnish IC, thenat its request, subject to with all the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating receipts for such payments, provided that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee ICPS shall be entitled to accept as sufficient evidence exercise its legal rights to appeal the levy of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller such taxes and/or defer payment thereof;
6.1.10. not to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination institute any proceedings whatsoever in respect of paragraph (b) above, only if at any time on the Secured Obligations or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes with respect to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating Pledged Assets which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would could have an adverse effect on the ratings ability of IC to realize the Pledged Assets or any part thereof without the prior written consent of IC;
6.1.11. as soon as possible after the execution of this Agreement or any amendment thereof under which additional pledges in IC Power are to be pledged (if any), and as a condition to the provision of Loans in accordance with the Loan Agreement:
(a) to procure that the following annotation in respect of all Pledged Shares be entered on the shareholders’ register of IC Power; “[number of Pledged Shares] ordinary shares of the Class A Notes orCompany par value NIS 0.01 each, and registered in the name of IC Power Pte. Ltd. are pledged in favor of Israel Corporation Ltd., pursuant to the Agreement dated [the date hereof], as amended from time to time” and to deliver a copy of such register to IC promptly following the execution of this Agreement;
(b) to procure a statement containing particulars of charge in respect of this Pledge in the form agreed between the Parties (the “Statement”) to be filed and lodged with the Accounting and Corporate Regulatory Authority of Singapore within three (3) Business Day of this Agreement and deliver a copy of the filed Statement to IC evidencing to the full satisfaction of IC, that the relevant filings, submissions and registrations required under Singapore law have been completed; and
(c) to procure (i) the filing of a Pledge Notice (tofes 1) in the form agreed between the Parties with the Israeli Pledges Registrar within one Business Day as of the date hereof, and (ii) that original certificates of registration of the Pledge and extracts within seven Business Days to be delivered to IC from a search of ICPS at the Israeli Pledges Registry, evidencing to the full satisfaction of IC, that the relevant filings, submissions and registrations required under Israeli law have been completed; Without derogating from ICPS’s undertakings hereunder, concurrently with the execution of this Agreement, ICPS is executing an authorisation letter in the form agreed between the Parties, for the purpose authorising IC’s Singapore legal counsel to file such Statement with the Accounting and Corporate Regulatory Authority of Singapore.
6.1.12. not to become a party to any arrangement relating to the Pledged Assets that could reasonably likely adversely affect the Pledged Assets, ICPS’s ability to perform its obligations hereunder, or the rights and remedies of IC in relation to the Pledged Assets, including any shareholder agreement or voting agreement, without the prior written consent of IC;
6.1.13. except as expressly consented by IC in advance in writing, not to amend, terminate or breach, or otherwise cause the amendment, termination or breach of any provision of any contract, organizational documents of IC Power, or any other instrument (collectively, the “Contracts”), (i) that is related in any way to the Pledged Assets or the rights of ICPS which are pledged under this Agreement, or (ii) in any manner which could reasonably be expected to adversely affect the rights or remedies of IC under this Agreement or contravene the obligations of ICPS hereunder;
6.1.14. except as expressly permitted under the Loan Agreement or as consented by IC in advance in writing, ICPS shall not exercise any voting or other rights nor shall it take any other action and will oppose any action which will or may result in: (i) any issuance of any shares, securities, or rights in connection with the share capital of IC Power, or any direct or indirect dilution of the equity interest of ICPS in IC Power, or its economic, voting, or other interests in IC Power (other than to ICPS, and provided that all of ICPS’s rights in respect of such shares or other securities shall be fully pledged in favour of IC in accordance with the provisions of this Agreement); (ii) any merger, demerger, consolidation, reorganization, restructuring or any similar transaction, of IC Power; (iii) the liquidation, winding-up, or dissolution of IC Power, or any procedures related thereto; (iv) any of IC Power’s shares being repurchased, cancelled, exchanged, replaced, substituted, split, divided, consolidated or converted; or (v) any occurrence or event with similar consequences or results, or otherwise any harm, damage, prejudice, or adverse effect to the rights of IC under this Agreement, the ability of IC to exercise such rights, or to the validity or enforceability of this Agreement or the Security Interests hereunder;
6.1.15. forthwith, upon the execution of this Agreement, to deliver to IC: (i) the irrevocable instructions letter from ICPS to IC Power in the form attached hereto as Exhibit B duly signed by ICPS; (ii) the acknowledgment and undertaking of IC Power, duly signed by IC Power;
6.1.16. obtain, maintain in full force and effect and comply with the terms of, and supply certified copies to the IC of, any authorizations, approvals, permits, licenses and consents required at the relevant time under any law or contract to enable it to perform and comply with its obligations hereunder, or for the validity, legality, perfection or enforceability of the Pledge
6.1.17. agree to be bound by the terms of the Existing Pledges as if it were the existing pledgor under each such Existing Pledge, and that the security interests created thereunder remain in full force and effect.
Appears in 2 contracts
Sources: Pledge Agreement (Kenon Holdings Ltd.), Pledge Agreement
Undertakings. 8.1 The Issuer Each Mortgagor hereby undertakes and agrees with the Security Trustee, for the benefit of the Finance Parties, throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will:-
(a) not create or attempt or agree to create or permit to exist (conditionally or unconditionally) any Security Interest over all or any part of its Collateral or any interest therein or otherwise sell, transfer, assign, deal with or dispose of all or any part of its Collateral or attempt or agree to do any of the Seller same (except under or pursuant to this Deed);
(b) not grant or attempt or agree to grant (conditionally or unconditionally) in favour of any other person any interest in or any option or other rights in respect of any of its Collateral;
(c) ensure that it will no person holding any of its Collateral as its Nominee for the time being does any of the acts prohibited in this Deed;
(d) at all times remain the sole, direct absolute legal and beneficial owner of its Collateral;
(e) procure that no material amendment or will direct supplement is made to the memorandum or articles of association of the relevant Servicer at all times toCompany other than pursuant to Clause 16.15 of the Facility Agreement without the prior written consent of the Security Trustee;
(f) use reasonable endeavours immediately upon the appointment of any new director of the relevant Company, deposit or procure that there be deposited with the Security Trustee, the equivalent documents mutatis mutandis with respect to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised such director in the Portfolio and their Related Security in accordance with the policies forms set out at Schedule 11 in Schedules 3, 4, 5 and 6;
(Seller's Policiesg) to this Agreement (subject to such changes made by not take or permit any action whereby the Seller prior to transfer of legal title rights attaching to the Loans Collateral and/or any other shares in accordance with Clause 7 the relevant Company are altered or any further shares in the relevant Company are issued; [Group Share Mortgage]
(Perfection of the Saleh) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and give to the Security Trustee that if upon receipt copies of all notices, requests and other documents sent or received with respect to its Collateral;
(i) give to the extent that any determination Security Trustee such information regarding its Collateral as the Security Trustee shall be made by any court or other competent authority or any ombudsman or regulator that:reasonably require;
(aj) any term do or permit to be done every act or thing which relates the Security Trustee may from time to time require for the recovery purpose of interest under enforcing the Standard Documentation applicable rights of the Security Trustee hereunder and will allow its name to a Loan be used as and its Related Security is unfair; orwhen required for that purpose;
(bk) not do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns value of the Seller Security Trustee's security hereunder and will at its own expense promptly take all action which is at any time necessary or those deriving title from it; ordesirable to protect its and the Security Trustee's interests in and rights to its Collateral;
(cl) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition procure that the relevant Company will forthwith on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt presentation by the Security Trustee of a certificate signed or its nominee following the security constituted by two authorised signatories this Deed becoming enforceable, duly register all transfers of the Servicer stating Collateral;
(m) if it shall acquire any such other stocks or shares as referred to in the definition of Collateral, it shall forthwith deliver or procure that such a determination has been made under paragraph (a), (b), or (c) above (which there be delivered to the Security Trustee shall the certificates in respect thereof together with instruments of transfer in respect thereof duly executed in blank to enable the same to be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice registered in the form name of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that or its nominee following the security constituted by this Deed becoming enforceable; and
(an) if its from time to time duly execute and lodge for registration or (where procure the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed due execution and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent lodgement for registration with the then current rating methodology Accounting and Corporate Regulatory Authority or any other companies registry or other authority of the relevant Rating Agency or (ii) all such other lower rating that the Cash Manager certifies in writing forms and documents as may be required under all applicable laws and regulations with respect to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes orsecurity created or intended to be created by this Deed.
Appears in 2 contracts
Sources: Group Share Mortgage (China Netcom Group CORP (Hong Kong) LTD), Group Share Mortgage (China Netcom Group CORP (Hong Kong) LTD)
Undertakings. 8.1 The Issuer Mortgagor hereby undertakes and agrees with the Security Trustee, for the benefit of the Finance Parties, throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will:-
(a) not create or attempt or agree to create or permit to exist any Security Interest over all or any part of the Seller Collateral or any interest therein or otherwise sell, transfer, assign, deal with or dispose of all or any part of the Collateral or attempt or agree to do any of the same (except under or pursuant to this Deed);
(b) not grant or attempt or agree to grant in favour of any other person any interest in or any option or other rights in respect of any of the Collateral;
(c) ensure that it will no person holding any of the Collateral as its Nominee for the time being does any of the acts prohibited in this Deed;
(d) subject to Clause 7.6(b) of the CNC HK Guarantee at all times remain the sole, direct, absolute, legal and beneficial owner of the Collateral;
(e) subject to Clause 7.6(b) of the CNC HK Guarantee procure that no material amendment or will direct supplement is made to the relevant Servicer at all times toconstitutional documents of the Borrower other than pursuant to Clause 16.15 of the Facility Agreement without the prior written consent of the Security Trustee;
(f) use reasonable endeavours immediately upon the appointment of any new director of the Borrower, deposit or procure that there be deposited with the Security Trustee, the equivalent documents mutatis mutandis with respect to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised such director in the Portfolio and their Related Security in accordance with the policies forms set out at Schedule 11 in Schedules 3, 4, 5 and 6;
(Seller's Policiesg) to this Agreement (subject to such changes made by not take or permit any action whereby the Seller prior to transfer of legal title rights attaching to the Loans Collateral and/or any other shares in accordance with Clause 7 the Borrower are altered;
(Perfection of the Saleh) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and give to the Security Trustee that if upon receipt copies of all notices, requests and other documents sent or received with respect to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:Collateral;
(ai) any term which relates give to the recovery of interest under Security Trustee such information regarding the Standard Documentation applicable to a Loan and its Related Collateral as the Security is unfair; orTrustee shall reasonably require;
(bj) do or permit to be done every act or thing which the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject Security Trustee may from time to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns time require for the purpose of enforcing the rights of the Seller or those deriving title from it; orSecurity Trustee hereunder and will allow its name to be used as and when required for that purpose;
(ck) there has been not do or cause or permit to be done anything which may in any breach of way depreciate, jeopardise or non-observance or non-compliance with any obligation, undertaking, covenant or condition on otherwise prejudice the part value of the Seller relating to security constituted hereunder;
(l) procure that the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt will forthwith on presentation by the Security Trustee of a certificate signed or its nominee following the security constituted by two authorised signatories this Deed becoming enforceable, duly register all transfers of the Servicer stating Collateral; and [Mortgage of Shares]
(m) if the Mortgagor shall acquire any such other stocks or shares as referred to in the definition of Collateral, it shall forthwith deliver or procure that such a determination has been made under paragraph (a), (b), or (c) above (which there be delivered to the Security Trustee shall the certificates in respect thereof together with instruments of transfer in respect thereof duly executed in blank to enable the same to be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice registered in the form name of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if or its or (where nominee following the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 security constituted by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes orthis Deed becoming enforceable.
Appears in 2 contracts
Sources: Deed of Mortgage of Shares (China Netcom Group CORP (Hong Kong) LTD), Deed of Mortgage of Shares (China Netcom Group CORP (Hong Kong) LTD)
Undertakings. 8.1 The Issuer Mortgagor hereby undertakes and agrees with the Security Trustee, for the benefit [Mortgage of Shares] of the Security Trustee and each Lender, throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will:-
(a) not create or attempt or agree to create or permit to exist any Security Interest over all or any part of the Seller Collateral or any interest therein or otherwise sell, transfer, assign, deal with or dispose of all or any part of the Collateral or attempt or agree to do any of the same (except under or pursuant to this Deed);
(b) not grant or attempt or agree to grant in favour of any other person any interest in or any option or other rights in respect of any of the Collateral;
(c) ensure that it will no person holding any of the Collateral as its Nominee for the time being does any of the acts prohibited in this Deed;
(d) at all times remain the sole, direct, absolute, legal and beneficial owner of the Collateral;
(e) procure that no material amendment or will direct supplement is made to the constitutional documents of any of the Companies other than pursuant to Clause 16.15 of the Facility Agreement without the prior written consent of the Security Trustee;
(f) immediately upon the appointment of any new director of the relevant Servicer at all times to) use reasonable endeavours Company, deposit or procure that there be deposited with the Security Trustee, the equivalent documents mutatis mutandis with respect to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised such director in the Portfolio and their Related Security in accordance with the policies forms set out at Schedule 11 in Schedules 3, 4, 5 and 6;
(Seller's Policiesg) to this Agreement (subject to such changes made by not take or permit any action whereby the Seller prior to transfer of legal title rights attaching to the Loans Collateral and/or any other shares in accordance with Clause 7 the relevant Company are altered;
(Perfection of the Saleh) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and give to the Security Trustee that if upon receipt copies of all notices, requests and other documents sent or received with respect to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:Collateral;
(ai) any term which relates give to the recovery of interest under Security Trustee such information regarding the Standard Documentation applicable to a Loan and its Related Collateral as the Security is unfair; orTrustee shall reasonably require;
(bj) do or permit to be done every act or thing which the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject Security Trustee may from time to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns time require for the purpose of enforcing the rights of the Seller or those deriving title from it; orSecurity Trustee hereunder and will allow its name to be used as and when required for that purpose;
(ck) there has been not do or cause or permit to be done anything which may in any breach of way depreciate, jeopardise or non-observance or non-compliance with any obligation, undertaking, covenant or condition on otherwise prejudice the part value of the Seller relating to Security Trustee's security constituted hereunder;
(l) procure that the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt relevant Company will forthwith on presentation by the Security Trustee of a certificate signed or its nominee following the security constituted by two authorised signatories this Deed becoming enforceable, duly register all transfers of the Servicer stating Collateral; and
(m) if the Mortgagor shall acquire any such other stocks or shares as referred to in the definition of Collateral, it shall forthwith deliver or procure that such a determination has been made under paragraph (a), (b), or (c) above (which there be [Mortgage of Shares] delivered to the Security Trustee shall the certificates in respect thereof together with instruments of transfer and bought and sold notes in respect thereof duly executed in blank to enable the same to be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice registered in the form name of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if or its or (where nominee following the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 security constituted by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes orthis Deed becoming enforceable.
Appears in 2 contracts
Sources: Deed of Mortgage of Shares (China Netcom Group CORP (Hong Kong) LTD), Deed of Mortgage of Shares (China Netcom Group CORP (Hong Kong) LTD)
Undertakings. 8.1 The Issuer Assignor hereby undertakes and agrees with the Security Trustee for the benefit of the Finance Parties throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will:-
(a) perform all its obligations under the Assigned Agreement;
(b) notify the Security Trustee of any breach by any party to the Seller that it will at all times Assigned Agreement;
(or will direct the relevant Servicer at all times toc) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and give to the Security Trustee that if upon receipt copies of all notices, requests and other documents sent or received with respect to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:Assigned Agreement;
(ad) any term which relates give to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; or
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of such information regarding the Servicer stating that such a determination has been made under paragraph Collateral as the Security Trustee shall reasonably require;
(a), (b), e) do or (c) above (permit to be done every act or thing which the Security Trustee shall may require to be entitled to accept as sufficient evidence done for the purpose of enforcing the rights of the satisfaction Security Trustee hereunder and will allow its name to be used as and when required for that [Security Assignment] purpose;
(f) not amend or agree to amend the Assigned Agreement or waive any of its rights thereunder without the prior written consent of the conditions precedent set out above, in which event it shall Security Trustee (such consent not to be conclusive and binding on unreasonably withheld);
(g) not create or attempt or agree to create or permit to exist any Security Interest over all Secured Creditors), the Issuer will serve upon the Seller a notice in the form or any part of the Loan Repurchase Notice substantially Collateral or any interest therein or otherwise assign, deal with or dispose of all or any part of the Collateral (except under or pursuant to this Deed);
(h) not sell or agree to sell, transfer or assign, any part of the Collateral;
(i) not grant in the form set out favour of any other person any interest in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all or any option or other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination rights in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller Collateral; and
(as applicablej) not do or other discretionary interest rate cause or margin shall permit to be below done anything which may in any way depreciate, jeopardise or shall fall below otherwise prejudice the standard variable rate value of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBSTrustee's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes orsecurity hereunder.
Appears in 2 contracts
Sources: Security Assignment (China Netcom Group CORP (Hong Kong) LTD), Security Assignment (China Netcom Group CORP (Hong Kong) LTD)
Undertakings. 8.1 The Issuer Unless otherwise provided for in any Finance Document or with the Security Agent's prior written consent and without prejudice and in addition to the undertakings under the Facilities Agreement and in addition to the obligations set out elsewhere in this Agreement, each of the Subordinated Lender and the Company hereby undertakes to the Seller that it will at all times (or will direct Security Agent and the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection Secured Parties as of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator thatEffective Time as follows:
(a) to promptly execute and deliver at its own expense all further instruments and documents, and take all further action, that the Security Agent may reasonably request or that are required as a matter of law, in order to (i) perfect, protect, secure, maintain and enforce the Subordination and any term which relates security created under this Agreement, (ii) facilitate the exercise of the Security Agent's and Secured Parties' rights and remedies under this Agreement and (iii) enable the Security Agent and the other Secured Parties to the recovery of interest under the Standard Documentation applicable to a Loan transfer and its Related Security is unfair; orassign this Agreement or any rights or obligations hereunder in accordance with Clause 13.10 (Transfer and Assignment);
(b) not to do or permit to be done anything which would adversely affect the Standard Variable Rate priority, ranking, legality, validity or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns enforceability of the Seller Subordinated Claims or those deriving title from it; orthe Subordination created or expressed to be created pursuant to this Agreement;
(c) there has been any not to assign or pledge or otherwise dispose of or encumber the Subordinated Claims;
(d) to promptly notify the Security Agent of the occurrence of an event of default or potential event of default (however described) under or breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating Shareholder Loan Agreements which has or would have a material adverse effect on validity or enforceability of the Subordinated Claims, or the Subordination created hereunder;
(e) to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by notify the Security Trustee of a certificate signed by two authorised signatories Agent promptly upon request of the Servicer stating that amount of its outstanding Subordinated Claims; and
(f) to immediately inform in writing persons such as a determination has been made under paragraph (a), (b), bankruptcy liquidator or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, an administrator in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on moratorium or after such determination, the Standard Variable Rate persons making an attachment of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below existence of the standard variable rate rights of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer Security Agent and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing Secured Parties pursuant to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes orthis Agreement.
Appears in 2 contracts
Sources: Subordination Agreement (Aebi Schmidt Holding AG), Subordination Agreement (Aebi Schmidt Holding AG)
Undertakings. 8.1 The Issuer undertakes to the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator thatAssignor undertakes:
(a) to inform the Security Agent promptly of any term which relates to subsequent changes in the recovery value of interest under any of the Standard Documentation applicable to Claims resulting from any complaints, price discounts, set off or other reasons, after becoming aware of such changes, provided any such change, or such changes in aggregate, might have a Loan and its Related material adverse effect on the Security is unfair; orgranted hereunder;
(b) to notify the Standard Variable Rate Security Agent promptly of any event or any circumstance other discretionary interest rate than interpretation of law which affects or margin payable under any Loan (subject is reasonably likely to any applicable caps, discounts and fixed rates) may not be set by any successors adversely affect the validity or assigns enforceability of the Seller or those deriving title from it; orthis Agreement;
(c) there at its own expense, to execute and do all such assurances, acts and things as the Security Agent may reasonably require:
(i) for perfecting or protecting the security intended to be afforded by this Agreement; and
(ii) if the Security granted hereunder has been become enforceable, for facilitating the realisation of all or any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller Claims which are subject to this Agreement and the exercise of all powers, authorities and discretions vested in the Security Agent or in any receiver of all or any part of those Claims; and in particular to execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably think expedient; and
(d) not to assign or sell any of the Claims to any third party without the Security Agent’s prior written consent; and
(e) to inform the Security Agent promptly of any attachments (Pfändung) regarding any and all of the Claims or any other measures which may impair or jeopardise the Security Agent’s rights relating to the interest payable by or applicable Claims. In the event of an attachment, the Assignor undertakes to a Borrower under any Loan, then, subject forward to the receipt by the Security Trustee of Agent promptly a certificate signed by two authorised signatories copy of the Servicer stating that such a determination has been made under paragraph attachment order (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured CreditorsPfändungsbeschluss), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 garnishee order (Loan Repurchase NoticeÜberweisungsbeschluss) requiring the Seller to repurchase the relevant Loan and all other Loans under documents necessary for a defence against the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in attachment. The Assignor shall inform the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and attaching creditor promptly about the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes orAgent’s security interests.
Appears in 2 contracts
Sources: Supplemental Agreement (Kabel Deutschland Vertrieb Und Service GmbH & Co. KG), Global Assignment Agreement (Kabel Deutschland GmbH)
Undertakings. 8.1 The Issuer Company undertakes to the Seller that it will Security Agent (for and on behalf of the Secured Parties) at all times (or will direct during the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to subsistence of this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator thatas follows:
(a) the Company shall not assign or otherwise dispose of or undertake to assign or otherwise dispose of to any term which relates to Person all or any of the recovery of interest under Assigned Rights (other than the Standard Documentation applicable to a Loan and its Related Security is unfair; orassignment created hereunder);
(b) the Standard Variable Rate Company shall not create, grant or permit to exist any Lien over all or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller Assigned Rights (except for any Lien referred to in paragraph 3(f) or those deriving title from it; or3(q) of Schedule 5 Part B of the Common Terms Agreement and any Mandatory Permitted Lien);
(c) there has been the Company shall not, without the prior written consent of the Security Agent, agree to any reduction or settlement of any amount payable by Macau SAR under or pursuant to the Concession Contract unless such amount is less than US$500,000;
(d) the Company shall not, without the prior written consent of the Security Agent, revoke or change its request/direction to pay all Government Amounts into the account referred to in paragraph B.6 (Payment to Designated Account) of the Gaming Concession Consent Agreement;
(e) the Company shall promptly notify the Security Agent in writing of:
(i) the occurrence of any circumstance (including, without limitation, any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on obligations of Macau SAR under the part of the Seller relating Concession Contract) which could reasonably be expected to the interest payable by or applicable give rise to a Borrower claim against Macau SAR under the Concession Contract;
(ii) the occurrence of any Loan, then, subject to event or the receipt by it of any notice that could reasonably be expected to prejudice (1) materially the value of the Assignment, (2) all or any of the Assigned Rights or (3) the ability of the Security Trustee of a certificate signed by two authorised signatories of Agent to enforce its rights hereunder and/or to enforce the Servicer stating that such a determination has been made under paragraph Assignment; and
(a), iii) each and every Government Amount;
(b), or f) the Company shall:
(ci) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after the Security Agent shall have delivered an Enforcement Notice and at the written request of the Security Agent, deliver a written notice to the Security Agent within 15 days of such determinationrequest setting out in reasonable detail all outstanding Government Amounts, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and Company acknowledging that, if the Security Trustee that (a) if its or (where Agent enforces the Seller does not have an independent rating) YBS's long-termAssignment, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating it will do so in reliance of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or notice;
(ii) promptly, upon the Security Agent’s written request, furnish the Security Agent with all information and documentation in its possession required or convenient for the exercise or enforcement by the Security Agent of its rights under and/or arising under this Agreement unless such other lower rating disclosure is prohibited by law provided that the Cash Manager certifies in writing any such requirement shall be reasonable prior to the Note Trustee delivery of an Enforcement Notice to the Company; and
(iii) do and execute all things and documents as the Security Trustee would have Agent shall require it to do or execute for the purpose of exercising the Security Agent’s Rights, securing and/or perfecting the Assignment and/or enforcing the Assignment provided that any such requirement shall be reasonable prior to the delivery of an adverse effect on Enforcement Notice to the ratings Company.; and
(g) if, notwithstanding paragraph B.6 (Payment to Designated Account) of the Class A Notes orGaming Concession Consent Agreement, the Company receives any Government Amount prior to the discharge of the security constituted hereunder by the Security Agent as contemplated by Clause 16.20 of the Deed of Appointment and Priority, the Company shall immediately pay such Government Amounts to the Security Agent.
Appears in 1 contract
Undertakings. 8.1 The Issuer Pledgor hereby undertakes to the Seller that it will Pledgee:
7 . 1 . 1 to, at the first demand of the Pledgee, execute and deliver all times such agreements and documents and do all such acts and things the Pledgee may reasonably deem necessary to create, perfect, protect and/or enforce the rights of the Pledgee created hereby (or will direct intended to be created hereby);
7 . 1 . 2 to promptly notify the relevant Servicer at all times toPledgee of any attachment (beslag) of the Security Assets and to promptly notify the person making any such attachment or any receiver in bankruptcy (curator) or any administrator in (preliminary) suspension of payment (bewindvoerder) of the existence of the Pledge;
7 . 1 . 3 except as permitted under the Facilities Agreement, not to amend or accept amendment of the terms applicable to any Security Asset in such manner that the validity or enforceability of this Deed is affected;
7 . 1 . 4 in order for the Bank Account Receivables in connection with the Future Accounts to become capable of being pledged in the manner envisaged by Section 3:83(1) DCC, to use reasonable endeavours to administer procure that upon the opening of such Future Accounts, the relevant Account Bank consents to the creation of the Pledge and enforce (waives any provisions of the terms and exercise conditions governing the relevant Accounts and the Rights in connection therewith that exclude or restrict the assignability and pledgeability of those Rights and that it shall provide the Pledgee with evidence of such consent and waiver;
7 . 1 . 5 except as permitted under the Facilities Agreement or pursuant to the Senior Ranking Deeds of Pledge, not to sell, agree to sell or otherwise dispose of its powers Security Assets and rights and perform not to create or grant or permit to subsist any Encumbrance on its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to Assets other than this Agreement (Pledge;
7 . 1 . 6 subject to Clause 5.2, to provide the Pledgee, promptly upon its request, with such changes made by information and documentation as the Seller prior Pledgee reasonably requires to transfer of legal title to determine the Loans in accordance with Clause 7 (Perfection value of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other Security Assets and to the Security Trustee that if and to the extent that any determination shall be made preserve or enforce its rights created by any court or other competent authority this Deed or any ombudsman or regulator that:
(a) any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; or
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them)Supplemental Deed.
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes or
Appears in 1 contract
Sources: Security Agreement
Undertakings. 8.1 The Issuer Borrower hereby undertakes to the Seller Bank as long as the Facility or any part thereof is available or any amount is outstanding (whether actually or contingently) hereunder that:
12.1. It will not create, incur or permit to subsist any Encumbrance as security for any Financial Indebtedness over any of its assets and will procure that it will at all times (no such Encumbrance is created, incurred or will direct permitted to subsist over any of the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise assets of any of its powers and rights and perform Subsidiaries, unless the Bank has given its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject prior written consent to such changes made by the Seller prior to transfer of legal title to the Loans Encumbrance being created or incurred or subsisting provided that this sub-Clause 12.1 shall not apply in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:respect of:-
(a) any term which relates to the recovery Encumbrances arising solely by operation of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; orlaw;
(b) any Encumbrance over assets acquired and which Encumbrance either is in existence prior to such acquisition or secures only Financial Indebtedness incurred to finance the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns acquisition of the Seller or those deriving title from it; orsuch assets;
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part Encumbrances over the assets of the Seller relating Borrower existing prior to the interest payable by or applicable to a Borrower under any Loan, then, subject date of this Agreement and disclosed in writing to the receipt by Bank on or prior to the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph date hereof;
(a), (b), or (cd) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of any company which becomes a determination Subsidiary of the Borrower after the date of this Agreement, any security existing on or over its assets when it becomes a Subsidiary and not created in contemplation of or in connection with its becoming a Subsidiary;
(e) any liens arising in the ordinary course of the business of the Borrower;
(f) rights of set-off arising by operation of law or by contract by virtue of the provision to any member of the Group of banking facilities or overdraft facilities in the ordinary course of business and/or in connection with cash management arrangements;
(g) any retention of title to goods supplied to any member of the Group where such retention is required by the supplier in the ordinary course of its trading activities and on its standard terms and the goods in question are supplied on credit;
(h) Encumbrances (except for Encumbrances expressed to be created as a floating charge) arising under finance leases, hire purchase, conditional sale agreements or other agreements for the acquisition of assets on deferred payment terms and only to the extent such Encumbrances are granted by the relevant member of the Group over assets comprised within or constituted by such arrangements;
(i) Encumbrances over goods and documents of title to goods entered into in the ordinary course of trade to secure the purchase price of such goods or loans to finance such purchase price;
(j) Encumbrances in respect of paragraph Financial Indebtedness between any members of the Group.
(bk) above, only if Encumbrances incurred in addition to those described in paragraphs (a) to (j) above where the aggregate principal amount of the Financial Indebtedness secured by such Encumbrances shall not at any time on exceed 15% of Consolidated Tangible Net Worth.
(l) any Encumbrances created to replace or after such determination, the Standard Variable Rate in substitution for any of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes Encumbrances referred to the Issuer and the Security Trustee that in sub-paragraphs (a) if its or to (where the Seller does not have an independent ratingk) YBS's longof this sub-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating Clause 12.1 Provided that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes orprincipal amount thereby secured is not increased.
Appears in 1 contract
Undertakings. 8.1 The Issuer undertakes to the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:Pledgor undertakes
(a) to notify the Security Agent promptly of any term which relates change in the partnership of, or the capital contributions to, the Company or of any change in the partnership agreement (Gesellschaftsvertrag) or any registrations in the commercial register other than with respect to the recovery holders of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; orstatutory power of attorney (Prokura);
(b) to notify the Standard Variable Rate Security Agent promptly of any event or any circumstance other discretionary interest rate than interpretation of law which affects or margin payable under any Loan (subject is reasonably likely to any applicable caps, discounts and fixed rates) may not be set by any successors affect the validity or assigns enforceability of the Seller or those deriving title from it; orsecurity interest granted hereunder;
(c) there has been to effect promptly any breach payments to be made to the Company in respect of the Interests;
(d) at its own expense, to execute and do all such assurances, acts and things as the Security Agent may reasonably require:
(i) for perfecting or non-observance protecting the security intended to be afforded by this Agreement; and
(ii) if the Pledges have become enforceable pursuant to Clause 6.1, for facilitating the realisation of all or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating Interests which are subject to this Agreement and the exercise of all powers, authorities and discretions vested in the Security Agent, and in particular to execute all transfers, conveyances, assignments and releases of that property whether to the interest payable by Security Agent or applicable to a Borrower under any Loanits nominees and give all notices, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (orders and directions which the Security Trustee shall be entitled Agent may reasonably think expedient;
(e) at the Security Agent’s reasonable request, to accept furnish to the Security Agent such information concerning the Interests as sufficient evidence is available to the Pledgor, to permit the Security Agent and its designees to inspect, audit and make copies of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on extracts from all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan records and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but papers in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate possession of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes Pledgor which pertain to the Issuer Interests on reasonable notice and during normal business hours, and, upon the reasonable request of the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-termAgent, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to deliver to the Note Trustee Security Agent copies of all such records and the Security Trustee would papers;
(f) to refrain from any acts or omissions which might have an adverse effect on the ratings validity or enforceability of the Class A Notes orPledges or the effect of which results in the Interests ceasing to exist; and
(g) that all Future Interests will be fully paid and that there will be no obligation for a limited partner to make additional contributions.
Appears in 1 contract
Undertakings. 8.1 7.1 The Issuer undertakes to the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 9 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 6 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 7.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:
(a) any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; or
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 4 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 8.8 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 7.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would not have an adverse effect on the ratings of the Class A Notes oror (iii) such other lower rating as the Note Trustee may (but shall not be obliged to) agree, the Seller (unless Moody's and/or, as the context may require, Fitch, as applicable, confirms that the current ratings of the Class A Notes will not be adversely affected) will deliver to the Issuer and the Security Trustee details of the names and addresses of the Borrowers with Loans then in the Portfolio, which may be provided in the document stored upon electronic media and a draft letter of notice to such Borrowers of the sale and assignment of the Loans and their Related Security to the Issuer and (b) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating ceases to be assigned a long-term rating from Moody's of at least Baa3 (or (i) such other lower rating which is consistent with the then current rating methodology of Moody's or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would not have an adverse effect on the rating of the Class A Notes or (iii) such other lower rating as may be agreed by the Note Trustee) (in each case, unless Moody's and/or, as the context may require, Fitch, as applicable, confirms that the current ratings of the Class A Notes will not be adversely affected), the Seller shall deliver an update of such information to the same parties on a monthly basis thereafter PROVIDED THAT, should the Seller be required as described in this Clause 7.3 to provide the details of the names and addresses of Borrowers to the Security Trustee and the Issuer, each of the Security Trustee and the Issuer hereby agrees to appoint an agent (which shall be deemed to be the agent of the Issuer) that is located in the United Kingdom and which maintains all appropriate registrations, notifications, licences and authorities (if any) required under the Data Protection ▇▇▇ ▇▇▇▇ to receive and maintain such information on its behalf and security measures satisfactory to the Seller (acting reasonably) for protecting personal data.
7.4 The Seller undertakes to the Issuer and the Security Trustee that, pending perfection of the assignment or transfer after the occurrence of any event under Clause 6 (Perfection of the Sale), the Seller:
(a) shall not do or omit to do any act or thing which might prejudice the interests of the Issuer and/or the Security Trustee in the Portfolio;
(b) shall promptly notify the Issuer and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way that Seller's or the Issuer's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Loan Warranties or other obligations under this Agreement unless such breach is rectified or such Loan is repurchased by the Seller;
(c) shall, if required so to do by the Issuer or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect, preserve and enforce that Seller's or the Issuer's or the Security Trustee's title to or interest in any Loan or its Related Security PROVIDED THAT the Seller is reimbursed by the Issuer, subject to and in accordance with the relevant Priority of Payments under and in accordance with the Transaction Documents, for the reasonable legal expenses and costs of such proceedings;
(d) shall use all reasonable endeavours to obtain as soon as reasonably possible that information which accurately and definitively identifies the relevant Mortgages (which may, for the avoidance of doubt, include the relevant title number) to each Property in respect of which a Mortgage is registered at the Land Registry provided that following the occurrence of an Event of Default, the Seller shall use reasonable endeavours to obtain as soon as reasonably possible in respect of the Mortgages the title numbers to each Property in respect of which a Mortgage is registered at the Land Registry to the extent such title number or other such information has not yet been provided; and
(e) shall, where relevant, make and enforce claims under the Third Party Building Policies relating to the Properties of which it has the benefit and hold the proceeds of such claims on trust for the Issuer or as the Issuer may direct.
7.5 The Seller undertakes to the Issuer and the Security Trustee that it shall grant security powers of attorney to the Issuer and the Security Trustee substantially in the form set out in Schedule 3 (Seller Power of Attorney) allowing any of the Issuer, the Security Trustee and their delegates from time to time (inter alia) to set the Standard Variable Rate and other discretionary rates and margins applicable to Loans (subject to the applicable Mortgage Conditions and Clause 7.1) in the circumstances referred to in Clause 4 (Issuer Standard Variable Rates) of the Servicing Agreement PROVIDED THAT nothing in this Clause 7.5 shall prevent the Seller (or any of its attorneys from time to time) from setting the interest rate applicable to a relevant Loan higher than those set or to be set or required or to be required by the Issuer or the Security Trustee or any delegate thereof. The Seller further undertakes to the Issuer and the Security Trustee that it will provide (and will procure that any successor, transferee or assignee provides), if required by the Issuer or the Security Trustee, a further power of attorney substantially in the form set out in Schedule 3 (Seller Power of Attorney) including, for the avoidance of doubt, following any property transfer pursuant to the terms of the Banking ▇▇▇ ▇▇▇▇.
7.6 Unless (following an Event of Default) either the Security Trustee or the Issuer needs to ensure that there is no Shortfall (as defined in Clause 4.3 of the Servicing Agreement) neither the Security Trustee nor the Issuer shall set the Standard Variable Rate and other discretionary mortgage rates and margins for Loans which are in the Portfolio (disregarding any discounts or additions to it) at rates higher than the then equivalent rates for loans originated by the Seller which are not in the Portfolio. Notwithstanding any provision of this Agreement or any other Transaction Document, the Security Trustee shall not be bound to take any steps to ascertain whether or not there is a Shortfall and, until it shall have actual knowledge or express notice pursuant to the Deed of Charge to the contrary, the Security Trustee shall be entitled to assume that no such Shortfall exists.
Appears in 1 contract
Sources: Mortgage Sale Agreement
Undertakings. 8.1 The Issuer Borrower hereby assures, agrees and undertakes to that throughout the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to continuance of this Agreement (subject to such changes made by and until the Seller prior to transfer of legal title to Final Repayment Date, the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator thatBorrower shall:
(a) bear all expenses including legal expenses if any term which relates with regard to this transaction including the costs arising in relation to the recovery execution, delivery and the performance of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; orFinance Documents;
(b) the Standard Variable Rate not create, or attempt, or agree to create or permit to arise or exist any security interest or Encumbrance of any kind whatsoever over all or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns part of the Seller Collateral pursuant hereto other than those created under or those deriving title from it; orpursuant to the terms of this Agreement or otherwise assign, transfer, deal with or dispose of in any manner all or any part of the Collateral;
(c) there has been neither the Borrower nor the ▇▇▇▇▇▇▇ shall, undertake any breach acquisition of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part Shares of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept Company as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 I that shall trigger the provisions of the Securities and Exchange Board of India (Loan Repurchase NoticeSubstantial Acquisition of Shares and Takeovers) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination Regulations, 2011, in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate making a public announcement for acquisition of Shares of the Seller Company;
(as applicabled) not grant in favour of any other Person any interest in or any option or other discretionary interest rate rights in respect of any of the Collateral or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).any part thereof;
8.3 The Seller undertakes (e) forthwith deliver to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or Lender:
(i) such other lower rating which is consistent with any payments or accretions in respect of or relating to Collateral required under the then current rating methodology terms of the relevant Rating Agency or this Agreement; and
(ii) evidence that the relevant Mutual Fund or the Depository has recorded the pledge of the Collateral in favour of the Lender.
(f) make all such filings and registrations, and file and submit all such forms, documents, instruments and take all such other lower rating steps, as may be necessary in connection with the creation, perfection or protection of the Security or which may be required in connection herewith or therewith;
(g) irrevocably appoints the Lender and/or its nominee(s) as his attorney by execution of the Power(s) of Attorney with full authority to act on behalf of the Borrower and in the name of the Borrower and the Borrower agrees that such power would be a power coupled with interest;
(h) not do, cause or permit to be done anything which may in any way dilute, diminish, jeopardize or otherwise prejudice the Lender’s security or rights created hereunder or pursuant to this Agreement and the other Finance Documents;
(i) ensure that the Cash Manager certifies Company does not issue any Shares in writing substitution or replacement for the Collateral;
(j) execute and sign all power(s) of attorney, proxies and other documents and to do or permit to be done every act or thing or undertake from time to time all actions requested by the Lender (including without limitation the making or delivery of filings, the payment of fees and charges and the issuance of supplemental documentation or procuring registration of the Collateral) under or pursuant to this Agreement which may be necessary or expedient, for:
(i) enforcing the security interest created by it under or pursuant to this Agreement;
(ii) maintaining the security interest created by it under or pursuant to this Agreement in full force and effect against it at all times (including the priority thereof) till the Final Repayment Date;
(iii) perfecting the Lender’s title to any or all of Collateral or vesting or enabling it to vest the same in itself, its nominee or in any purchaser;
(iv) preserving and protecting the Collateral, and the rights and remedies of the Lender against it under or pursuant to this Agreement; and
(v) effectively exercising the rights and remedies of the Lender under or pursuant to this Agreement.
(k) not enter into any agreement or arrangement with any Person which conflicts with the provisions of this Agreement;
(l) promptly pay all payments which may become due in respect of any of Collateral;
(m) furnish to the Note Trustee Lender at the Borrower’s own expense financial information, accounts, information and reports, as may be required by the Security Trustee would have an adverse effect on Lender including those relating to the ratings Collateral; and
(n) do all such acts and things as may be required by the Lender in pursuance to the furtherance of the Class A Notes orobjectives of this Agreement.
Appears in 1 contract
Undertakings. 8.1 The Issuer undertakes Except as an Instructing Group has previously agreed in writing, or to the Seller that it extent permitted by Clauses 7 (Permitted Payments) or 9.2 (Procedure) or 10 (Enforcement):
(a) no Obligor will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise each Obligor will procure that none of its powers Subsidiaries will) pay, or make any distribution in respect of or on account of, or purchase, defease, redeem or acquire, any of the Subordinated Debt in cash or in kind;
(b) no Subordinated Creditor will demand or receive payment of, or any distribution in respect of or on account of any Subordinated Debt in cash or kind or apply any money or property in or towards the discharge of any Subordinated Debt;
(c) no Subordinated Creditor or Obligor will discharge any Subordinated Debt by set-off, any right of combination of accounts or otherwise (save to the extent such set-off occurs automatically by operation of law and rights not as a result of any action or election by such Subordinated Creditor or Obligor and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (any amount so set-off is subject to such changes made by the Seller prior Clause 8 (Turnover));
(d) no Obligor will (and each Obligor will procure that none of its Subsidiaries will) create or permit to transfer subsist any Security Interest over any of legal title to the Loans in accordance with Clause 7 (Perfection its assets for any of the Sale) Subordinated Debt, and no Subordinated Creditor will allow to exist or receive any Security Interest, for any of the Subordinated Debt (save in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and either case to the extent that such Security Interest secures Intercompany Debt (other than any determination shall be made by Intercompany Debt owed to the Parent or Newco 1) and the benefit of any court such Security Interest has been charged or other competent authority or any ombudsman or regulator that:assigned to the Secured Creditors under the Security Documents);
(ae) no Obligor will (and each Obligor will procure that none of its Subsidiaries will) give any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; or
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject financial support to any applicable capsperson for, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph or in connection with the Subordinated Debt (bsave to the extent that such financial support is in respect of Intercompany Debt (other than any Intercompany Debt owed to the Parent or Newco 1) above, only if at and the benefit of any time on such financial support has been assigned or after such determination, charged to the Standard Variable Rate Secured Creditors under the Security Documents);
(f) no Obligor or Subordinated Creditor will allow any of the Seller (as applicable) Subordinated Debt to be evidenced by a negotiable instrument or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating subordinate any of the Seller Subordinated Debt to any other indebtedness save as provided for in this Agreement;
(g) no Obligor will initiate or support or take any steps with a view to any insolvency, liquidation, reorganisation, administration, examination or dissolution proceedings involving an Obligor (where whether by petition, convening a meeting, voting for a resolution or otherwise) otherwise than as part of a Permitted Reorganisation; and
(h) no Obligor or Subordinated Creditor will take or omit to take any action whereby the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology ranking and/or subordination of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies Subordinated Debt provided for in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes orthis Agreement may be impaired.
Appears in 1 contract
Undertakings. 8.1 7.1 The Issuer undertakes to the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 12 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 6 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 7.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:that:
(a) any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; oror
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; oror
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 7 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 8.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).them).
8.3 7.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes or
Appears in 1 contract
Sources: Mortgage Sale Agreement
Undertakings. 8.1 The Issuer undertakes Each Grantor agrees to be bound by the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies covenants set out at Schedule 11 in this Section 6 (Seller's PoliciesUndertakings) to this Agreement (subject to such changes made by until the Seller prior to transfer Discharge of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender)First Lien Obligations.
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:
(a) Except as otherwise permitted under the First Lien Documents, no Grantor will:
(i) change its or any term Issuer’s name as it appears in official filings in the jurisdiction of its incorporation or organization;
(ii) do business under any name other than a name authorized under sub-paragraph (i) above;
(iii) change its or any Issuer’s chief executive office, principal place of business, corporate offices or warehouses or locations at which relates Collateral is held or stored, or the location of its records concerning the Collateral, in each case, from that set forth in the relevant schedules to this Agreement;
(iv) change its or any Issuer’s jurisdiction of incorporation or organization or incorporate or organize in any additional jurisdictions;
(v) otherwise amend its or any Issuer’s charter documents or the rights attaching to its or any Issuer’s Equity Interests or grant any waiver thereunder in any way that is materially adverse to the recovery interests of interest under the Standard Documentation applicable to a Loan and its Related Security is unfairFirst Lien Secured Parties;
(vi) directly or indirectly liquidate, wind up, terminate, reorganize or dissolve itself or any Issuer (or suffer any liquidation, winding up, termination, reorganization or dissolution) or otherwise wind up itself or any Issuer; or
(vii) cancel, terminate or permit the cancellation or termination of any of its or any Issuer’s charter documents; unless, in the case of each of sub-paragraphs (i) through (iv) any such new location is in Hawaii and the relevant Grantor will have given the Inventory Collateral Agent at least thirty (30) days’ prior written notice of such change and all action necessary or reasonably requested by the Inventory Collateral Agent to preserve and perfect any Lien with respect to the Collateral will have been completed or taken.
(b) Each Grantor permits the Standard Variable Rate Inventory Collateral Agent and its agents and representatives, during normal business hours and upon reasonable notice, to inspect Collateral, to examine and make copies of and abstracts from the records of the Collateral, and to discuss matters relating to the Collateral directly with such Grantor’s officers and employees.
(c) Each Grantor will cause each Issuer to keep and maintain, at its address indicated in Schedule 4 (Pledged Capital Stock) its company records and all records, documents and instruments constituting, relating to, or evidencing such Pledged Capital Stock. Each Grantor agrees to cause each Issuer to permit the Inventory Collateral Agent and its agents and representatives during normal business hours and upon reasonable notice, to examine and make copies of and abstracts from the records and stock ledgers and to discuss matters relating to the Pledged Capital Stock of such issuer and its records directly with its officers and employees.
(d) At the Inventory Collateral Agent’s request, any other discretionary interest rate or margin payable Grantor must provide it with any information concerning the Collateral that it may reasonably request.
(e) Except as otherwise permitted under the First Lien Documents, each Grantor:
(i) must maintain sole legal and beneficial ownership of the Collateral;
(ii) must not permit any Loan (Collateral to be subject to any applicable capsLien other than Permitted Security and must at all times warrant and defend the Inventory Collateral Agent’s Lien in the Collateral against all other Liens and claimants (other than the Liens created under the Inventory Second Lien Security Agreement);
(iii) must not sell, discounts and fixed rates) may not be set by assign, transfer, pledge, license, lease or encumber, or grant any successors option, warrant, or assigns right with respect to, any of the Seller Collateral, or agree or contract to do any of the foregoing;
(iv) must not waive, amend or terminate, in whole or in part, any accessory or ancillary right or other right in respect of any Collateral; and
(v) must not take any action which would result in a reduction in the value of any Collateral.
(f) Except as otherwise permitted under the First Lien Documents, each Grantor must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Collateral) all taxes, assessments and charges imposed on or in respect of the Collateral and all claims against the Collateral, except to the extent such tax, assessment or charge (i) is being contested in good faith with due diligence and by appropriate proceedings, (ii) is adequately disclosed and fully provided for in the financial statements of each Grantor in accordance with generally accepted accounting principles in the United States of America, (iii) enforcement is stayed (or bonded in full) for so long as each Grantor is pursuing such contest and (iv) such contest does not involve any material risk of the forfeiture or loss of any material portion of the Collateral and an adequate reserve is set aside for payment of such tax, assessment or charge and the costs required to contest them.
(g) Except as otherwise permitted under the First Lien Documents, in any suit, legal action, arbitration or other proceeding involving the Collateral or the Inventory Collateral Agent’s Lien, each Grantor must take all lawful action to avoid impairment of the Inventory Collateral Agent’s Lien or the Inventory Collateral Agent’s rights under this Agreement or the imposition of a Lien on any of the Collateral.
(h) Except for dividends or distributions permissible under Section 10.03 of the Credit Agreement and Section 6.19 (Distributions and redemptions of membership interests) of the Framework Agreement and made in compliance with those deriving title from itsections, no Grantor will permit any Issuer:
(i) to make, declare, or pay any dividends, distributions, or returns of capital, or purchase, redeem, or otherwise acquire for value any shares of capital stock or other ownership interests in such issuer now or later outstanding, or make any distribution of assets or property to its members or shareholder as such;
(ii) to cancel or change the terms of any Equity Interests; or
(ciii) there has been to effect or permit the change of control of any breach of or non-observance or non-compliance with any obligationIssuer, undertaking, covenant or condition on except as expressly permitted under both the part of Credit Agreement and the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them)Framework Agreement,.
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology No Grantor will take any action, or permit any issuer of Equity Interests to take any action, that could cause any of the relevant Rating Agency Pledged Capital Stock to constitute “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.
(j) Annually on each anniversary of the date of this Agreement and from time to time on written demand from the Inventory Collateral Agent, each Grantor will deliver to the Inventory Collateral Agent (i) a Security Supplement executed by an Authorized Officer of such Grantor, together with supplements to all of the Schedules attached to this Agreement or (ii) a written confirmation executed by an Authorized Officer of such other lower rating Grantor confirming that there has been no change in the Cash Manager certifies information provided in this Agreement since the date of the execution and delivery of this Agreement or the date of the most recent Security Supplement or written confirmation delivered pursuant to this Section 6.1(j) (Undertakings).
(k) At any time that any Grantor acquires, leases or otherwise utilizes any real property, such Grantor will, promptly but in any case within two (2) Business Days, notify in writing the Inventory Collateral Agent and the Inventory Party of such acquisition, lease or other utilization and whether such real property is material to the Note Trustee operation or value of the Refinery and the Security Trustee would have an adverse effect on System or Tesoro Hawaii’s ability to perform its obligations under the ratings of the Class A Notes orBasic Documents.
Appears in 1 contract
Sources: Inventory First Lien Security Agreement (Par Petroleum Corp/Co)
Undertakings. 8.1 The Issuer Director undertakes to the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if with effect from the date of this Agreement and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator as long as it serves as director that:
(a) any term which relates it is and shall continue to be the recovery sole director of interest under the Standard Documentation applicable Security Trustee, save (i) pursuant to a Loan and its Related Security is unfair; orProgramme Resolution by the holders of the Covered Bonds in accordance with Clause 24 of the Trust Deed or (ii) in accordance with the provisions of Clause 8 hereof;
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable capsClause 8, discounts and fixed rates) may not be set by any successors or assigns it shall only resign from its position as director of the Seller Security Trustee as soon as a suitable person, trust or those deriving title from it; oradministration office, reasonably acceptable to the CBC and the Issuer, after having consulted the Secured Parties, other than the Covered Bondholders, has been contracted to act as director of the Security Trustee, subject to an Extraordinary Resolution by the Covered Bondholders in accordance with Clause 24 of the Trust Deed, and subject to Rating Agency Confirmation;
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories shall undertake no other business, except as provided for in the Transaction Documents, until the Issuer and the CBC no longer have any actual or contingent liabilities under any of the Servicer stating Transaction Documents, including, but not limited to, all liabilities vis-à-vis any and all of the Secured Parties;
(d) it shall manage the affairs of the Security Trustee in accordance with proper and prudent Netherlands business practice and in accordance with the requirements of Netherlands law and accounting practice and with the same care that such a determination has been made under paragraph it exercises or would exercise in connection with the administration of similar matters held for its own account or for the account of other third parties;
(a)e) it shall not as director of the Security Trustee (i) agree to any alteration of any agreement including, (b)but not limited to, or (c) above (the Transaction Documents, to which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller is a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency party or (ii) such enter into any agreement, without having consulted the Secured Parties, other lower rating that than the Cash Manager certifies Covered Bondholders, prior thereto and subject to Rating Agency Confirmation, except as provided for in writing to any of the Note Trustee and Transaction Documents or (iii) appoint other directors of the Security Trustee would have an adverse effect save as provided in Clause 24 of the Trust Deed or Clause 8 of this Agreement;
(f) the Security Trustee shall refrain from any action detrimental to the Security Trustee's rights and obligations under the Transaction Documents;
(g) it shall exercise all its rights and powers as director of the Security Trustee in compliance with the Transaction Documents;
(h) it shall procure that the Security Trustee will at all times fulfil and comply with its obligations under each Transaction Document to which it is or will become a party, provided that to the extent that such obligations are contingent or dependent for their performance on the ratings due performance by any other party of its obligations and undertakings under any Transaction Document such other party duly performs such obligations and undertakings thereunder;
(i) it shall take no action (i) to dissolve the Class A Notes Security Trustee, or
Appears in 1 contract
Undertakings. 8.1 3.1 The Issuer Assignor hereby undertakes to the Seller Assignee that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator thatwill:
(a) duly and punctually observe and perform all the conditions and obligations imposed on it by the Required Risk Management Agreements and not take or omit to take any term action the taking or omission of which relates to might result in any impairment of any of its rights thereunder or of this Deed and the recovery of interest under the Standard Documentation applicable to a Loan rights and its Related Security is unfair; orbenefits hereby assigned;
(b) advise the Standard Variable Rate or Assignee promptly upon becoming aware of any other discretionary interest rate or margin payable default by the relevant counterparty in the performance of any of such counterparty's obligations under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; orRequired Risk Management Agreements;
(c) there has been any breach of or non-observance or non-compliance with any obligationnot, undertaking, covenant or condition on without the part prior written consent of the Seller relating Assignee and the Facility Agent, agree to, or permit or suffer any amendment or variation whatsoever in the terms of, nor consent or agree to the interest payable by any waiver or applicable to a Borrower under release of any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories obligation of the Servicer stating that such a determination has been made under paragraph (a), (b)relevant party under, or in connection with the Required Risk Management Agreements;
(cd) above (which not, without the Security Trustee shall be entitled to accept as sufficient evidence prior written consent of the satisfaction of the conditions precedent set out aboveFacility Agent, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) exercise any right which it may have to cancel or rescind the Required Risk Management Agreements or claim that the Required Risk Management Agreements are frustrated, and, if any such other lower rating which is consistent with right arises, notify the then current rating methodology of Facility Agent immediately thereof and exercise such right if required so to do by the relevant Rating Agency Facility Agent and at such time and in such manner as the Facility Agent shall direct, or (ii) such commence arbitration or other lower rating that legal proceedings in respect of any matter arising out of or in connection with the Cash Manager certifies in writing Required Risk Management Agreements;
(e) produce to the Note Trustee Assignee and the Security Trustee would have an adverse effect on Facility Agent such information relating to the ratings Required Risk Management Agreements as the Assignee may from time to time reasonably require; and
(f) promptly upon receipt thereof, give to the Assignee a copy of any notice, certificate or other communication received by it from the Class A Notes orrelevant counterparty under or relating to the Required Risk Management Agreements, apart from routine day-to-day communications not materially affecting the rights or obligations of either the relevant party or the Assignor or the Assignee thereunder.
Appears in 1 contract
Undertakings. 8.1 The Issuer undertakes to the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 9 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:
(a) any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; or
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 4 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's ▇▇▇▇▇'▇ or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would not have an adverse effect on the ratings of the Class A Notes oror (iii) such other lower rating as the Note Trustee may (but shall not be obliged to) agree, the Seller (unless ▇▇▇▇▇'▇ and/or, as the context may require, Fitch, as applicable, confirms that the current ratings of the Class A Notes will not be adversely affected) will deliver to the Issuer and the Security Trustee details of the names and addresses of the Borrowers with Loans then in the Portfolio, which may be provided in the document stored upon electronic media and a draft letter of notice to such Borrowers of the sale and assignment of the Loans and their Related Security to the Issuer and (b) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating ceases to be assigned a long-term rating from ▇▇▇▇▇'▇ of at least Baa3 (or (i) such other lower rating which is consistent with the then current rating methodology of ▇▇▇▇▇'▇ or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would not have an adverse effect on the rating of the Class A Notes or (iii) such other lower rating as may be agreed by the Note Trustee) (in each case, unless ▇▇▇▇▇'▇ and/or, as the context may require, Fitch, as applicable, confirms that the current ratings of the Class A Notes will not be adversely affected), the Seller shall deliver an update of such information to the same parties on a monthly basis thereafter PROVIDED THAT, should the Seller be required as described in this Clause 8.3 to provide the details of the names and addresses of Borrowers to the Security Trustee and the Issuer, each of the Security Trustee and the Issuer hereby agrees to appoint an agent (which shall be deemed to be the agent of the Issuer) that is located in the United Kingdom and which maintains all appropriate registrations, notifications, licences and authorities (if any) required under the Data Protection ▇▇▇ ▇▇▇▇ to receive and maintain such information on its behalf and security measures satisfactory to the Seller (acting reasonably) for protecting personal data.
8.4 The Seller undertakes to the Issuer and the Security Trustee that, pending perfection of the assignment or transfer after the occurrence of any event under Clause 7 (Perfection of the Sale), the Seller:
(a) shall not do or omit to do any act or thing which might prejudice the interests of the Issuer and/or the Security Trustee in the Portfolio;
(b) shall promptly notify the Issuer and the Security Trustee in writing if it receives written notice of any litigation or claim calling into question in any material way that Seller's or the Issuer's title to any Loan comprised in the Portfolio or its Related Security or if it becomes aware of any material breach of any of the Loan Warranties or other obligations under this Agreement unless such breach is rectified or such Loan is repurchased by the Seller;
(c) shall, if required so to do by the Issuer or the Security Trustee, participate or join in any legal proceedings to the extent necessary to protect, preserve and enforce that Seller's or the Issuer's or the Security Trustee's title to or interest in any Loan or its Related Security PROVIDED THAT the Seller is reimbursed by the Issuer, subject to and in accordance with the relevant Priority of Payments under and in accordance with the Transaction Documents, for the reasonable legal expenses and costs of such proceedings;
(d) shall use all reasonable endeavours to obtain as soon as reasonably possible that information which accurately and definitively identifies the relevant Mortgages (which may, for the avoidance of doubt, include the relevant title number) to each Property in respect of which a Mortgage is registered at the Land Registry provided that following the occurrence of an Event of Default, the Seller shall use reasonable endeavours to obtain as soon as reasonably possible in respect of the Mortgages the title numbers to each Property in respect of which a Mortgage is registered at the Land Registry to the extent such title number or other such information has not yet been provided; and
(e) shall, where relevant, make and enforce claims under the Third Party Building Policies relating to the Properties of which it has the benefit and hold the proceeds of such claims on trust for the Issuer or as the Issuer may direct.
8.5 The Seller undertakes to the Issuer and the Security Trustee that it shall grant security powers of attorney to the Issuer and the Security Trustee substantially in the form set out in Schedule 3 (Seller Power of Attorney) allowing any of the Issuer, the Security Trustee and their delegates from time to time (inter alia) to set the Standard Variable Rate and other discretionary rates and margins applicable to Loans (subject to the applicable Mortgage Conditions and Clause 8.1) in the circumstances referred to in Clause 4 (Issuer Standard Variable Rates) of the Servicing Agreement PROVIDED THAT nothing in this Clause 8.5 shall prevent the Seller (or any of its attorneys from time to time) from setting the interest rate applicable to a relevant Loan higher than those set or to be set or required or to be required by the Issuer or the Security Trustee or any delegate thereof. The Seller further undertakes to the Issuer and the Security Trustee that it will provide (and will procure that any successor, transferee or assignee provides), if required by the Issuer or the Security Trustee, a further power of attorney substantially in the form set out in Schedule 3 (Seller Power of Attorney) including, for the avoidance of doubt, following any property transfer pursuant to the terms of the Banking ▇▇▇ ▇▇▇▇.
8.6 Unless (following an Event of Default) either the Security Trustee or the Issuer needs to ensure that there is no Shortfall (as defined in Clause 4.3 of the Servicing Agreement) neither the Security Trustee nor the Issuer shall set the Standard Variable Rate and other discretionary mortgage rates and margins for Loans which are in the Portfolio (disregarding any discounts or additions to it) at rates higher than the then equivalent rates for loans originated by the Seller which are not in the Portfolio. Notwithstanding any provision of this Agreement or any other Transaction Document, the Security Trustee shall not be bound to take any steps to ascertain whether or not there is a Shortfall and, until it shall have actual knowledge or express notice pursuant to the Deed of Charge to the contrary, the Security Trustee shall be entitled to assume that no such Shortfall exists.
Appears in 1 contract
Sources: Mortgage Sale Agreement
Undertakings. 8.1 The Issuer Unless otherwise provided for in any Finance Document or with the Security Agent's prior written consent and without prejudice and in addition to the undertakings under the Facilities Agreement and in addition to the obligations set out elsewhere in this Agreement, each of the Subordinated Lender and the Company hereby undertakes to the Seller Security Agent and the Secured Parties as of the Effective Time as follows:
16 (a) to promptly execute and deliver at its own expense all further instruments and documents, and take all further action, that it will at all times the Security Agent may reasonably request or that are required as a matter of law, in order to (or will direct the relevant Servicer at all times toi) use reasonable endeavours to administer perfect, protect, secure, maintain and enforce the Subordination and any security created under this Agreement, (ii) facilitate the exercise of the Security Agent's and exercise its powers and Secured Parties' rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to remedies under this Agreement and (subject to such changes made by iii) enable the Seller prior Security Agent and the other Secured Parties to transfer of legal title to the Loans and assign this Agreement or any rights or obligations hereunder in accordance with Clause 7 13.10 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage LenderTransfer and Assignment).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:
(a) any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; or
(b) not to do or permit to be done anything which would adversely affect the Standard Variable Rate priority, ranking, legality, validity or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns enforceability of the Seller Subordinated Claims or those deriving title from itthe Subordination created or expressed to be created pursuant to this Agreement; or
(c) there has been any not to assign or pledge or otherwise dispose of or encumber the Subordinated Claims; (d) to promptly notify the Security Agent of the occurrence of an event of default or potential event of default (however described) under or breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating Shareholder Loan Agreements which has or would have a material adverse effect on validity or enforceability of the Subordinated Claims, or the Subordination created hereunder; (e) to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by notify the Security Trustee of a certificate signed by two authorised signatories Agent promptly upon request of the Servicer stating that amount of its outstanding Subordinated Claims; and (f) to immediately inform in writing persons such as a determination has been made under paragraph (a), (b), bankruptcy liquidator or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, an administrator in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on moratorium or after such determination, the Standard Variable Rate persons making an attachment of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below existence of the standard variable rate rights of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer Security Agent and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing Secured Parties pursuant to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes orthis Agreement.
Appears in 1 contract
Undertakings. 8.1 The Issuer undertakes Pledgor hereby undertakes:
(i) to subscribe for any increase in the Company’s share capital;
(ii) to reasonably assist the Security Agent in obtaining any necessary approvals and authorisations from any relevant persons in order to enforce the Pledge;
(iii) not to amend the Company’s articles of association without the Security Agent’s prior written consent, to the Seller that it will at extent such amendments would affect the validity and enforceability of the Pledge, the rights of the Security Agent hereunder or would cause an Event of Default to occur;
(iv) not to lease, sell, dispose of, pledge or otherwise encumber, all times (or will direct any part of the relevant Servicer at all times to) use reasonable endeavours Pledged Assets or any interest therein to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) anyone other than pursuant to this Agreement (subject to such changes made Agreement, and unless otherwise permitted by the Seller prior Finance Documents; and
(v) not to transfer take or permit to be taken, any action which could have a material adverse effect on the Pledge and to immediately inform the Security Agent of legal title to any event which could have the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender)same effect.
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator thatCompany hereby undertakes:
(a) any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; or
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with to keep the then current rating methodology of Shares in registered form and to maintain the relevant Rating Agency or Register up-to-date and at its registered office;
(ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and reasonably assist the Security Trustee would Agent in exercising any of its rights and powers under this Agreement;
(iii) to assist the Security Agent in obtaining any necessary approvals and authorisations from any relevant persons in order to enforce the Pledge;
(iv) not to issue securities other than Shares to be subscribed by the Pledgor only save with the prior written consent of the Security Agent and unless otherwise permitted by the Finance Documents;
(v) to maintain its place of central administration and, for the purpose of the Council Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings, the centre of its main interests (centre des interests principaux) at its registered office (siège statutaire) in Luxembourg; and
(vi) not to take or permit to be taken, any action which could have an a material adverse effect on the ratings Pledged Assets and to immediately inform the Security Agent of any event which could have the Class A Notes orsame effect.
Appears in 1 contract
Sources: Share Pledge Agreement (Grand Chip Investment GmbH)
Undertakings. 8.1 The Issuer undertakes Borrower undertakes, in relation to the Seller that it itself and, where applicable, each of its Relevant Subsidiaries that, so long as any sum remains to be lent or remains payable under this Agreement:
18.1 Its payment obligations under this Agreement rank and will at all times rank at least equally and rateably in all respects with all its other unsecured and unsubordinated Indebtedness except for such unsecured Indebtedness as would, by virtue only of the operation of law, be preferred.
18.2 The Borrower will not, and will procure that no other member of the Group will, create or have outstanding any Security on or over their respective Assets, except for:
(a) Security existing as at the date of the Amendment Agreements and any replacement of any such Security provided that such replacement Security (x) relates to the same Assets as the Security that is replaced; and (y) secures Indebtedness of the same creditor and represents an extension of the Indebtedness secured thereby (but, except with the prior consent of the Bank, the principal, capital or will direct nominal amount secured by any initial or replacement Security referred to in this paragraph (a) may not be increased beyond the maximum such amount secured by the relevant Servicer Security at all times tothe date of the Amendment Agreements);
(b) use reasonable endeavours to administer liens arising solely by operation of law and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio ordinary course of business;
(c) Security over cash or securities deposited with any bank, financial institution, stock exchange or clearing house with which any member of the Group enters into foreign exchange, swap or derivative transactions for hedging purposes in the ordinary course of business and their Related with which cash or securities are required to be deposited in order for such transaction to be entered into;
(d) Security relating to “cautions”, guarantees, surety bonds and any similar transaction in accordance with the policies set out ordinary course of business and not at Schedule 11 any time exceeding in aggregate EUR 10,000,000;
(Seller's Policiese) Security arising in respect of the purchase of machinery and equipment in the ordinary course of business and granted over such assets to this Agreement secure Indebtedness raised to finance the acquisition thereof;
(f) Security for taxes or governmental charges contested in good faith and in relation to which adequate reserves have been made;
(g) Security resulting from the securitisation transactions permitted pursuant to Clause 18.3(b) below, subject to such changes made by the Seller prior a maximum amount of EUR 5,000,000;
(h) Security resulting from financial leases permitted pursuant to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale18.10(g) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and below to the extent granted over the relevant leased assets;
(i) Security required by law to be created in order to implement the Strategic Plan;
(j) Security arising out of title retention provisions in a supplier’s standard conditions of supply of goods acquired by the relevant member of the Group in the ordinary course of its business;
(k) any Security created over Assets acquired after the date of the Amendment Agreements and securing Project Finance Indebtedness provided that the only Assets which are the subject of that Security are Assets which are the subject of the relevant Project;
(l) any determination shall other Security created or outstanding (i) with the consent of the Bridge Majority Lenders under the Bridge Facility but only if the Security in question does not secure liabilities under the Bridge Facility Agreement or (ii) in the ordinary course of business, and over assets having an aggregate value, and securing Indebtedness, not exceeding in aggregate at any time EUR20,000,000 for all members of the Group, and
(m) at any time after the Bridge Facility Discharge Date, any other Security created or outstanding with the prior consent of the Bank.
18.3 The Borrower will procure that no member of the Group will:
(a) dispose of any asset on terms that such asset is or may be made leased to or re-acquired or acquired by any court member of the Group (except in respect of the disposal of Azur as contemplated in the Strategic Plan) in circumstances where the transaction is entered into primarily as a method of raising Indebtedness or financing the acquisition of an asset other competent authority than as permitted under Clause 18.10; or
(b) dispose of any receivable (whether or not on recourse terms) except:
(i) pursuant to the Dunkerque Securitisation (up to a maximum amount of EUR 170,000,000);
(ii) in respect of existing receivables having a maturity falling on or prior to the Extended Maturity Date;
(iii) in respect of future receivables other than pursuant to the Dunkerque Securitisation (up to a maximum amount of EUR 80,000,000);
(iv) pursuant to an existing securitisation programme at the date of the Amendment Agreements to the extent the aggregate amount of receivables within such programme is not increased after such date; or
(v) as permitted by the Bridge Majority Lenders under the Bridge Facility Agreement, and at any time after the Bridge Facility Discharge Date, with the prior consent of the Bank.
18.4 The Borrower will procure that no member of the Group will (whether by a single transaction or a number of related or unrelated transactions and whether at the same time or over a period of time) dispose of all or any ombudsman part of its assets other than disposals made on arms’ length terms at fair market value:
(a) of assets in the ordinary course of business;
(b) of cash and Investments provided such disposals are not prohibited by any other provision hereof;
(c) of receivables in connection with securitisations to the extent permitted under Clause 18.3(b) hereof;
(d) to a Material Subsidiary;
(e) of assets for the purpose of sale and leaseback transactions to the extent permitted under Clause 18.10(g) hereof;
(f) contemplated by the Strategic Plan;
(g) as permitted by the Bridge Majority Lenders under the Bridge Facility Agreement and at any time after the Bridge Facility Discharge Date, with the prior consent of the Bank; or
(h) pursuant to a transaction permitted by Clause 18.7(a) whose individual Net Cash Proceeds do not exceed EUR 100,000 and when aggregated with the Net Cash Proceeds received since the date of the Amendment Agreements in respect of Disposals permitted pursuant to this paragraph (h) do not exceed EUR 1,000,000, in each case provided that:
(i) disposals of shares in a member of the Group are not permitted except by paragraphs (d), (f), (g) or regulator (h) above;
(ii) disposals under paragraphs (c) to (f) inclusive are only permitted so long as no Default has occurred which is continuing.
18.5 The Borrower will procure that:
(a) any term which relates all Disposals by members of the Group other than to (i) wholly owned members of the recovery of interest under the Standard Documentation applicable Group or (ii) to a Loan and its Related Security is unfairmember of the Group under a Permitted Joint Venture provided that such Disposal otherwise complies with the other provisions of this Agreement, are made for a consideration payable in cash; orand
(b) no Disposal by any member of the Standard Variable Rate Group referred to in the Strategic Plan is made on terms that the purchaser or any other discretionary interest rate or margin payable under person has a right to require any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns member of the Seller Group to repurchase or those deriving title from it; or
(c) there has been any breach procure the repurchase of all or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the a material part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b)assets disposed of, or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of terms having similar effect; provided that this sub-paragraph (b) aboveshall not prevent the granting of warranties, only if at any time on indemnities or after such determination, the Standard Variable Rate assumption of similar liabilities to the extent in accordance with usual commercial practice.
18.6 The Borrower will ensure that there is no material change in the overall nature of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating business of the Seller Group taken as a whole (whether by a single transaction or (where the Seller does not have an independent ratinga number of related or unrelated transactions, whether at one time or over a period of time and whether by disposal, acquisition or otherwise) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology except by reason of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings implementation of the Class A Notes orStrategic Plan.
Appears in 1 contract
Sources: Revolving Credit Agreement (Alstom)
Undertakings. 8.1 The Issuer undertakes to the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to Unless the Security Trustee that if and to Agent otherwise agrees in writing, the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator thatMortgagor must:
(a) no sales: not sell, redeem, dispose of, part with possession of or deal with, any term which relates Secured Property other than cash dividends as contemplated by clause 4.2(a), (unless otherwise permitted to the recovery of interest do so under the Standard Documentation applicable to a any Loan and its Related Security is unfair; orDocument);
(b) calls: pay when due all calls, instalments or other moneys which are payable for the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; orSecured Property;
(c) there has been transfer requirements: if the requirements for the transfer of any breach Secured Property alter as to the form or content of transfer approved by the Company, the information required by the Company in connection with a transfer or non-observance in any other respect, immediately on that alteration notify the Security Agent and lodge with or non-compliance provide to the Security Agent all instruments and information that may, in the sole opinion of the Security Agent, be necessary or desirable to enable the Secured Property to be transferred to or by the Security Agent in accordance with the terms of this deed;
(d) protect: institute or defend any obligation, undertaking, covenant or condition on legal proceedings which the Security Agent may reasonably require to protect any of the Secured Property;
(e) remedy defect: remedy each defect in its title to any part of the Seller relating Secured Property;
(f) not prejudice: not do, omit to do or permit to occur, any act, omission or thing which would or might result in any Secured Property being surrendered, forfeited, cancelled or prejudiced in any manner or reduced in value, or this deed or any rights, powers or remedies of the interest payable by Security Agent under this deed being prejudiced or applicable adversely affected;
(g) consents: punctually comply with the terms attaching to a Borrower under any Loan, then, subject to the receipt consent given by the Security Trustee of a certificate signed by two authorised signatories of Agent in connection with this deed;
(h) contrary directions, voting: not give any direction to the Servicer stating that such a determination has been made under paragraph (a), (b), Company or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination exercise any vote in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate Secured Property which is inconsistent with the terms of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).this deed; and
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such negative pledge: not create or allow to exist any Lien over the Secured Property other lower rating which is consistent with the then current rating methodology than Liens permitted under Section 7.02 of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee Credit Agreement and the Security Trustee would have an adverse effect on the ratings of the Class A Notes orany Lien created under this deed.
Appears in 1 contract
Undertakings. 8.1 The Issuer Assignor hereby undertakes to the Seller that it will at all times Bank as follows:-
(or will direct 1) forthwith upon the relevant Servicer at all times to) use reasonable endeavours execution of this Deed to administer and enforce (and exercise its powers and rights and perform its obligations under) give notice of this Assignment to the Loans comprised Purchaser in the Portfolio form of Second Schedule and their Related Security in accordance with procure that the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to Purchaser acknowledges such changes made by the Seller prior to transfer notice of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:
(a) any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; or
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice assignment in the form of the Loan Repurchase Notice substantially Third Schedule;
(2) save as provided in this Deed, not to (and not to agree, conditionally or unconditionally, to) sell, assign, transfer, charge or otherwise dispose of the Assignor's rights, title, interest, benefits, advantages, permits, licences and remedies in the form set out in Schedule 6 Sale Agreement;
(Loan Repurchase Notice3) requiring to take all steps necessary or advisable to secure the Seller to repurchase due performance by the relevant Loan and all other Loans Purchaser of the Purchaser's obligations under the relevant Mortgage Account Sale Agreement;
(4) to promptly and its Related Security in accordance diligently perform and comply with Clause 9.9 (but the Assignor's obligations contained in the case Sale Agreement and institute and prosecute all such proceedings as may be necessary or advisable to preserve or protect the Assignor's interest in the Sale Agreement;
(5) from time to time at the request of a determination the Bank, the Assignor will execute and deliver promptly and duly to the Bank any such further instruments or documents, and to do any act or thing, as the Bank may require or which are required by law, for the purpose of perfecting the security created by this Deed and of obtaining the full benefit of this Deed and of the rights and powers hereby granted;
(6) not to make or agree to any amendment, cancellation, termination or repudiation of any of the terms, covenants and conditions of the Sale Agreement or release the Purchaser from its obligations under the Sale Agreement or exercise any rights or powers of termination under the Sale Agreement or waive any breach of the Sale Agreement;
(7) to ensure that all sums of money hereby assigned or to be assigned to the Bank shall forthwith be paid to the Bank or as the Bank may direct. Pending payment of such sums of money to the Bank or as may be directed by the Bank, the Assignor shall hold all such sums of money as trustee upon trust for the Bank absolutely;
(8) not to take or omit to take any action, the taking or omission of which may render the Sale Agreement invalid or result in respect any cancellation, termination or repudiation of paragraph any of the terms, covenants and conditions of the Sale Agreement or take any steps which is in the opinion of the Bank adverse to the interest of the Bank under this Deed;
(b9) above, only if not to exercise at any time time, any right or power conferred on or after such determination, the Standard Variable Rate Assignor by the Sale Agreement in any manner which in the opinion of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an Bank has a material adverse effect on the ratings financial position of the Class A Notes orAssignor under this Deed;
(10) to do or permit to be done each and every act or thing which the Bank may from time to time require to be done for the purpose of enforcing the rights of the Bank under this Deed and will allow the Assignor's name to be used as and when required by the Bank for that purpose.
Appears in 1 contract
Sources: Assignment Agreement
Undertakings. 8.1 The Issuer undertakes Borrower undertakes, in relation to the Seller that it itself and, where applicable, each of its Relevant Subsidiaries that, so long as any sum remains to be lent or remains payable under this Agreement:
18.1 Its payment obligations under this Agreement rank and will at all times rank at least equally and rateably in all respects with all its other unsecured and unsubordinated Indebtedness except for such unsecured Indebtedness as would, by virtue only of the operation of law, be preferred.
18.2 The Borrower will not, and will procure that no other member of the Group will, create or have outstanding any Security on or over their respective Assets, except for:
(a) Security existing as at the date of the Amendment Agreements and any replacement of any such Security provided that such replacement Security (x) relates to the same Assets as the Security that is replaced; and (y) secures Indebtedness of the same creditor and represents an extension of the Indebtedness secured thereby (but, except with the prior consent of the Bank, the principal, capital or will direct nominal amount secured by any initial or replacement Security referred to in this paragraph (a) may not be increased beyond the maximum such amount secured by the relevant Servicer Security at all times tothe date of the Amendment Agreements);
(b) use reasonable endeavours to administer liens arising solely by operation of law and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio ordinary course of business;
(c) Security over cash or securities deposited with any bank, financial institution, stock exchange or clearing house with which any member of the Group enters into foreign exchange, swap or derivative transactions for hedging purposes in the ordinary course of business and their Related with which cash or securities are required to be deposited in order for such transaction to be entered into;
(d) Security relating to “cautions”, guarantees, surety bonds and any similar transaction in accordance with the policies set out ordinary course of business and not at Schedule 11 any time exceeding in aggregate EUR 10,000,000;
(Seller's Policiese) Security arising in respect of the purchase of machinery and equipment in the ordinary course of business and granted over such assets to this Agreement secure Indebtedness raised to finance the acquisition thereof;
(f) Security for taxes or governmental charges contested in good faith and in relation to which adequate reserves have been made;
(g) Security resulting from the securitisation transactions permitted pursuant to Clause 18.3(b) below, subject to such changes made by the Seller prior a maximum amount of EUR 5,000,000;
(h) Security resulting from financial leases permitted pursuant to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale18.10(g) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and below to the extent granted over the relevant leased assets;
(i) Security required by law to be created in order to implement the Strategic Plan;
(j) Security arising out of title retention provisions in a supplier’s standard conditions of supply of goods acquired by the relevant member of the Group in the ordinary course of its business;
(k) any Security created over Assets acquired after the date of the Amendment Agreements and securing Project Finance Indebtedness provided that the only Assets which are the subject of that Security are Assets which are the subject of the relevant Project;
(l) any determination shall other Security created or outstanding (i) with the consent of the Bridge Majority Lenders under the Bridge Facility but only if the Security in question does not secure liabilities under the Bridge Facility Agreement or (ii) in the ordinary course of business, and over assets having an aggregate value, and securing Indebtedness, not exceeding in aggregate at any time EUR20,000,000 for all members of the Group, and
(m) at any time after the Bridge Facility Discharge Date, any other Security created or outstanding with the prior consent of the Bank.
18.3 The Borrower will procure that no member of the Group will:
(a) dispose of any asset on terms that such asset is or may be made leased to or re-acquired or acquired by any court member of the Group (except in respect of the disposal of Azur as contemplated in the Strategic Plan) in circumstances where the transaction is entered into primarily as a method of raising Indebtedness or financing the acquisition of an asset other competent authority than as permitted under Clause 18.10; or
(b) dispose of any receivable (whether or not on recourse terms) except:
(i) pursuant to the Dunkerque Securitisation (up to a maximum amount of EUR 170,000,000);
(ii) in respect of existing receivables having a maturity falling on or prior to the Extended Maturity Date;
(iii) in respect of future receivables other than pursuant to the Dunkerque Securitisation (up to a maximum amount of EUR 80,000,000);
(iv) pursuant to an existing securitisation programme at the date of the Amendment Agreements to the extent the aggregate amount of receivables within such programme is not increased after such date; or
(v) as permitted by the Bridge Majority Lenders under the Bridge Facility Agreement, and at any time after the Bridge Facility Discharge Date, with the prior consent of the Bank.
18.4 The Borrower will procure that no member of the Group will (whether by a single transaction or a number of related or unrelated transactions and whether at the same time or over a period of time) dispose of all or any ombudsman part of its assets other than disposals made on arms’ length terms at fair market value:
(a) of assets in the ordinary course of business;
(b) of cash and Investments provided such disposals are not prohibited by any other provision hereof;
(c) of receivables in connection with securitisations to the extent permitted under Clause 18.3(b) hereof;
(d) to a Material Subsidiary;
(e) of assets for the purpose of sale and leaseback transactions to the extent permitted under Clause 18.10(g) hereof;
(f) contemplated by the Strategic Plan;
(g) as permitted by the Bridge Majority Lenders under the Bridge Facility Agreement and at any time after the Bridge Facility Discharge Date, with the prior consent of the Bank; or
(h) pursuant to a transaction permitted by Clause 18.7(a) whose individual Net Cash Proceeds do not exceed EUR 100,000 and when aggregated with the Net Cash Proceeds received since the date of the Amendment Agreements in respect of Disposals permitted pursuant to this paragraph (h) do not exceed EUR 1,000,000, in each case provided that:
(i) disposals of shares in a member of the Group are not permitted except by paragraphs (d), (f), (g) or regulator (h)above;
(ii) disposals under paragraphs (c) to (f) inclusive are only permitted so long as no Default has occurred which is continuing.
18.5 The Borrower will procure that:
(a) any term which relates all Disposals by members of the Group other than to (i) wholly owned members of the recovery of interest under the Standard Documentation applicable Group or (ii) to a Loan and its Related Security is unfairmember of the Group under a Permitted Joint Venture provided that such Disposal otherwise complies with the other provisions of this Agreement, are made for a consideration payable in cash; orand
(b) no Disposal by any member of the Standard Variable Rate Group referred to in the Strategic Plan is made on terms that the purchaser or any other discretionary interest rate or margin payable under person has a right to require any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns member of the Seller Group to repurchase or those deriving title from it; or
(c) there has been any breach procure the repurchase of all or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the a material part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b)assets disposed of, or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of terms having similar effect; provided that this sub-paragraph (b) aboveshall not prevent the granting of warranties, only if at any time on indemnities or after such determination, the Standard Variable Rate assumption of similar liabilities to the extent in accordance with usual commercial practice.
18.6 The Borrower will ensure that there is no material change in the overall nature of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating business of the Seller Group taken as a whole (whether by a single transaction or (where the Seller does not have an independent ratinga number of related or unrelated transactions, whether at one time or over a period of time and whether by disposal, acquisition or otherwise) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology except by reason of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings implementation of the Class A Notes orStrategic Plan.
Appears in 1 contract
Sources: Revolving Credit Agreement (Alstom)
Undertakings. 8.1 3.1 The Issuer Assignor hereby undertakes to the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator thatit will:
(a) duly and punctually observe and perform all the conditions and obligations imposed on it by the Risk Management Agreements and not take or omit to take any term action the taking or omission of which relates to might result in any impairment of any of its rights thereunder or of this Deed and the recovery of interest under the Standard Documentation applicable to a Loan rights and its Related Security is unfair; orbenefits hereby assigned;
(b) advise the Standard Variable Rate or Security Trustee promptly upon becoming aware of any other discretionary interest rate or margin payable default by the relevant counterparty in the performance of any of such counterparty's obligations under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; orRisk Management Agreements;
(c) there has been any breach of or non-observance or non-compliance with any obligationnot, undertaking, covenant or condition on without the part prior written consent of the Seller relating Security Trustee, agree to, or permit or suffer any amendment or variation whatsoever in the terms of, nor consent or agree to any waiver or release of any obligation of the interest payable by relevant party under, or applicable in connection with the Risk Management Agreements;
(d) not, without the prior written consent of the Security Trustee,
(i) exercise any right which it may have to a Borrower under cancel or rescind the Risk Management Agreements or claim that the Risk Management Agreements are frustrated, and, if any Loansuch right arises, then, subject notify the Security Trustee immediately thereof and exercise such right if required so to the receipt do by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that and at such a determination has been made under paragraph (a), (b), or (c) above (which time and in such manner as the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out abovedirect, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 or
(Loan Repurchase Noticeii) requiring the Seller to repurchase the relevant Loan and all commence arbitration or other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination legal proceedings in respect of paragraph any matter arising out of or in connection with the Risk Management Agreements;
(be) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes produce to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on such information relating to the ratings Risk Management Agreements as the Security Trustee may from time to time reasonably require; and
(f) promptly upon receipt thereof, give to the Security Trustee a copy of any notice, certificate or other communication received by it from the Class A Notes orrelevant counterparty under or relating to the Risk Management Agreements, apart from routine day-to-day communications not materially affecting the rights or obligations of either the relevant party or the Assignor or the Security Trustee thereunder.
Appears in 1 contract
Undertakings. 8.1 The Issuer undertakes Key Shareholders undertake with the Beneficiaries, from the date of this Guarantee until the Guaranteed Amounts have been unconditionally and irrevocably paid and discharged in full to the Seller that it will at all times (or will direct satisfaction of the relevant Servicer at all times to) use reasonable endeavours to administer Beneficiaries and enforce (and exercise its powers and rights and perform its the other obligations under) the Loans comprised guaranteed hereunder have been performed in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title full to the Loans in accordance with Clause 7 (Perfection satisfaction of the Sale) in accordance with the standard of a ReasonableBeneficiaries, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator thatas follows:
(a) Until the completion of a Qualified Public Listing or with the prior written consent of the holders of more than 75% of the then outstanding shares of the Series A Preferred Stock, the Key Shareholders shall, directly or indirectly, own at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or its successor entity at any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; ortime;
(b) Prior to the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable capscompletion of a Qualified Public Listing, discounts and fixed rates) may not be set by any successors or assigns no Key Shareholder shall, without the prior written consent of the Seller holders of more than 75% of the then outstanding shares of the Series A Preferred Stock, sell, assign, transfer, pledge or those deriving title from it; orgrant a security interest in any shares of Common Stock held by such Key Shareholder (it being understood that any such consent may require, among other things, a pro rata right of co-sale be afforded to the Beneficiaries);
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part Guarantors shall not claim as creditors of the Seller relating to Company or any co-surety in competition with the interest payable by or applicable to a Borrower under any LoanBeneficiaries; and
(d) if, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), notwithstanding paragraphs (b), or ) and (c) above (which above, the Security Trustee Guarantors hold or receive any such security, moneys or property, it shall hold such security, moneys or property on trust for the Beneficiaries and they shall forthwith pay or transfer the same to the Beneficiaries. For purposes of the covenants in this Clause 8.1 only, the Guarantors acknowledge and agree that if any of the Guarantors refuses to perform its obligations under this Clause 8.1, monetary damages alone will not be adequate to compensate the Beneficiaries for their injuries. The Beneficiaries shall, therefore, in addition to any other remedy that may be available to it, be entitled to accept as sufficient evidence obtain injunctive relief to prevent breaches of the satisfaction of covenants contained in Clause 8.1. If any action, suit, or proceeding is instituted by any Beneficiary to enforce the conditions precedent set out above, covenants contained in which event it shall be conclusive and binding on all Secured Creditors)Clause 8.1, the Issuer will serve upon Guarantors hereby waive the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if defense that there is an adequate remedy at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them)law.
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes or
Appears in 1 contract
Undertakings. 8.1 The Issuer undertakes Transferor undertakes:
15.1 to execute (or ensure execution of) at its own expense each and any other document, make each and any other or additional declaration and take each and any other action, in each case that is reasonably necessary or useful for:
15.1.1 the Seller creation, perfection and/or protection of the Security Interests expressed to be constituted, pursuant to this Agreement; and
15.1.2 the enforcement of the Security Interests expressed to be constituted, pursuant to this Agreement and in particular, if such Security Interests have become enforceable, for facilitating the realisation of all or any part of the Security Assets and the exercise of all powers, authorities and discretions vested in the Transferee or in any receiver with respect to all or any part of those Security Assets;
15.2 to ensure that it will at all times until the full and final satisfaction and discharge of the Secured Obligations all its Inventories are only kept or deposited at the Security Location unless otherwise permitted in this Agreement and except for any Inventories listed in Annex 2;
15.3 to promptly (or will direct the unverzüglich) pay any amounts due under each and any relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised lease agreement in the Portfolio and their Related case that any Security in accordance with the policies set out Asset is located at Schedule 11 (Seller's Policies) to this Agreement (subject to leased premises unless such changes made amounts due are contested by the Seller prior Transferor in good faith;
15.4 to transfer of legal title to provide the Loans Transferee promptly (unverzüglich) with all information and documents which are reasonably deemed necessary by the Transferee in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and relation to the Security Trustee Assets in addition to the information provided pursuant to Clause 5 (Identification of Security Assets);
15.5 to inform the Transferee promptly (unverzüglich) of any subsequent changes in the value of any of the Security Assets, provided that if such change in the value of the Security Assets exceeds an aggregate of EUR 250,000.00;
15.6 to inform the Transferee promptly (unverzüglich) of any attachments (Pfändung) regarding any and all of the Security Assets or any other measures which may impair or jeopardise the Transferee’s rights relating to the Security Assets. In the event of an attachment, the Transferor undertakes to forward to the Transferee promptly (unverzüglich) a copy of the attachment order (Pfändungsbeschluss), any third party debt order (Überweisungsbeschluss) and all other documents reasonably necessary for a defence against the attachment. The Transferor shall inform the attaching creditor promptly (unverzüglich) about the Transferee’s Security Interests pursuant to this Agreement;
15.7 to refrain from any intentional acts or omissions which might damage or result in a loss of the Security Assets;
15.8 save to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:
(a) any term which relates to the recovery of interest permitted under the Standard Documentation applicable Facility Agreement and this Agreement, not to a Loan and its Related Security is unfair; or
(b) the Standard Variable Rate lease, lend, discount, factor, or otherwise dispose of and/or create or permit to subsist any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by encumbrance over the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), Assets; and
15.9 to refrain from any acts or (c) above (omissions which the Security Trustee shall may reasonably be entitled expected to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's indirect or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an direct adverse effect on the ratings validity or enforceability of this Agreement or the Class A Notes orSecurity Interests constituted hereunder (or any of them) or the value of rights and claims secured hereunder.
Appears in 1 contract
Sources: Term Facility Agreement (Affimed Therapeutics B.V.)
Undertakings. 8.1 The Issuer undertakes to Pledgor hereby undertakes, save as otherwise permitted under the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator thatTransaction Documents:
(a) any term which relates to subscribe for every increase in the Company’s share capital such that it always holds 100% of the issued and outstanding shares in the Company, subject to the recovery of interest under the Standard Documentation applicable to a Loan Purchase and its Related Security is unfair; orSale Agreement;
(b) to assist the Standard Variable Rate or Secured Party in exercising any other discretionary interest rate or margin payable of its rights and powers under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; orthis Agreement;
(c) there has been to assist the Secured Party in obtaining any breach necessary approvals and authorisations from any relevant persons in order to enforce the Pledge;
(d) not to amend the Company’s articles of association without the Secured Party’s prior written consent;
(e) not to lease, sell, dispose of, pledge or non-observance otherwise encumber, all or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating Pledged Assets or any interest therein to anyone other than (i) pursuant to this Agreement; and (ii) pursuant to and in accordance with the interest payable by Purchase and Sale Agreement;
(f) to take whatever action necessary to maintain the validity, perfection and enforceability of the Pledge and to enable the Secured Party to exercise its rights under this Agreement;
(g) not to take or applicable permit to a Borrower be taken, any action which could potentially adversely affect the validity, perfection or enforceability of the Pledge and to immediately inform the Secured Party of any event which could potentially have the same effect;
(h) not to distribute any Dividends if prohibited under the Purchase and Sale Agreement;
(i) to notify the Secured Party of any Loan, then, subject future Shares to the receipt be issued by the Security Trustee Company; and
(j) until the release of this Agreement in accordance with the Purchase and Sale Agreement, the Pledgor shall not, after a certificate signed by two authorised signatories of the Servicer stating that such a determination claim has been made or by virtue of any payment made, security realised or moneys received hereunder for the account of the liabilities of any other party:
i. be subrogated to any rights, security or moneys held, received or receivable by the Secured Party or be entitled to any right of contribution or indemnity;
ii. receive claims or have the benefit of payments, distributions or security from or on account of any party to this Agreement, or exercise any rights of set-off as against such other party to this Agreement, other than as permitted by the Purchase and Sale Agreement or this Agreement;
iii. exercise any Rights of Recourse or any other rights against any person, company and/or entity in any manner (including for the avoidance of doubt, by way of provisional measures such as provisional attachment (saisie arret conservatoire) or by way of set off) or take any action or do anything in relation to such Rights of Recourse or other similar rights, for as long as any amount under paragraph the Secured Obligations remains outstanding.
8.2 The Company hereby undertakes to:
(a), ) maintain the up-to-date Register at its registered office;
(b), or ) assist the Secured Party in exercising any of its rights and powers under this Agreement;
(c) above assist the Secured Party in obtaining any necessary approvals and authorisations from any relevant persons in order to enforce the Pledge; and
(which the Security Trustee shall be entitled d) not to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans distribute any Dividends if prohibited under the relevant Mortgage Account Purchase and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them)Sale Agreement.
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes or
Appears in 1 contract
Undertakings. 8.1 5.1 The Issuer Pledgor undertakes to immediately inform the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer Pledgee of legal title any new IP Rights.
5.2 Except to the Loans in accordance with Clause 7 (Perfection extent permitted pursuant to the Credit Agreement, the Pledgor undertakes not to waive without the prior written consent of the SalePledgee (not to be unreasonably withheld or delayed), any accessory rights (afhankelijke rechten) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and or ancillary rights (nevenrechten) attached to the Security Trustee that Assets and in general not to perform any acts which result or could result in a material reduction of the value of the Security Assets.
5.3 Except to the extent permitted pursuant to the Credit Agreement, the Pledgor shall not, without the prior written consent of the Pledgee, transfer or further pledge or otherwise encumber, or agree to a court settlement or an out-of-court settlement (gerechtelijk or buitengerechtelijk akkoord) in respect of the Security Assets.
5.4 The Pledgor shall, at the Pledgee’s first request, provide in the English language the Pledgee all information and supporting documentation relating to the Security Assets and allow the Pledgee to inspect its administrative records at its own costs, all of the foregoing to the extent required by the Pledgee for the purpose of this Agreement acting reasonably. In addition to the foregoing, the Pledgor shall provide the Pledgee with an accurate and complete list of the then existing Security Assets and any and all licenses granted to third parties and a description of the relevant Security Asset to which each license relates, from time to time immediately upon the request of the Pledgee.
5.5 The Pledgor shall forthwith inform the Pledgee of any attachment (beslag) over any of the Security Assets. The Pledgor shall:
(i) send the Pledgee a copy of the relevant attachment or seizure documentation as well as all other documents required under applicable law for challenging the attachment or seizure (if and to the extent that any determination possible);
(ii) notify the third party or the court process server acting on behalf of such third party in writing of the Pledgee’s interest over the Security Assets; and
(iii) take such measures as may reasonably be required to protect the Pledgee’s interest over the Security Assets. All costs and expenses incurred by the Pledgee in taking such measures itself shall be made by for the account of the Pledgor.
5.6 The Pledgor covenants for the benefit of the Pledgee throughout the Security Period to co-operate with the Pledgee in the collection and recovery of the IP Rights and to render all reasonable assistance as may be required pursuant to any court exchange regulations and/or foreign statutory rules or other competent authority or rules, including the taking of any ombudsman or regulator that:legal action that the Pledgee may deem necessary in connection therewith after the issuance of a Default Notice to it.
(a) any term which relates 5.7 In addition and without prejudice to the recovery obligations of interest the Pledgor pursuant to Clauses 5.4 and 5.5 above, the Pledgor shall notify the Pledgee immediately of any event or circumstance which could be of importance to the Pledgee with a view to the preservation and exercise of the Pledgee’s rights under or pursuant to this Agreement.
6.1 Without prejudice to section 67(3) of the Dutch Patent Act 1995 (Rijksoctrooiwet 1995) and, to the extent applicable, in accordance with section 3:246 of the Dutch Civil Code, the Pledgor is entitled to demand the performance judicially and extra-judicially of and to receive payment with respect to, the IP Rights in the ordinary course of its business until the relevant third parties under the Standard Documentation applicable to a Loan and its Related Security is unfair; or
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns IP Rights have been notified of the Seller or those deriving title from it; orRight of Pledge pursuant to Clause 6.2 below. The entitlement with respect to the IP Rights as described in this paragraph includes the granting of licenses by a Pledgor to third parties and receiving income, royalties, damages and payment in respect of such licenses.
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on 6.2 Upon the part issuance of the Seller relating Default Notice to the interest payable Pledgor, the Pledgee is irrevocably authorised to notify the relevant third parties under the IP Rights of such Pledgor of the Right of Pledge substantially in the form of Annex 5 hereto or in such other form as may be required by or applicable law (including section 67(3) of the Dutch Patent Act 1995 (Rijksoctrooiwet 1995)). The Pledgor shall give its prompt and full co-operation in connection herewith and it shall immediately after issuance of a Default Notice to a Borrower under any Loan, then, subject it send to the receipt by Pledgee a list as referred to in Clause 5.4 above. After notification to the Security Trustee of a certificate signed by two authorised signatories of relevant third parties as referred to in this paragraph, the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee Pledgee shall be entitled to accept as sufficient evidence demand the performance judicially and extra-judicially and to receive payment with respect to the IP Rights and to exercise the other rights granted to a pledgee under section 3:246 of the satisfaction of Dutch Civil Code.
6.3 If a third party makes any payment (the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), “Original Payment”) to the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination Pledgor in respect of paragraph an IP Right after it has been notified by the Pledgee that the authorisation granted pursuant to Clause 6.2 above has terminated, the Pledgor shall immediately transfer to the Pledgee a sum equal to the amount paid by such third party (bthe “Equivalent Sum”) to the Pledgor, without prejudice to any remedy which the Pledgee may have against the third party concerned, provided, however, that to the extent the Pledgee has received payment of any part of the Equivalent Sum from the Pledgor, the third party will as a result be released for such part of its payment obligation towards the Pledgee in respect of the Original Payment.
6.4 If the Pledgee is entitled to demand the performance judicially and extra-judicially of and to receive payment with respect to the Security Assets pursuant to Clause 6.2 above, only if at any time on it shall also have the right to enter into court settlement or after out-of-court settlement (gerechtelijk or buitengerechtelijk akkoord) regarding such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent Assets with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes orthird parties concerned.
Appears in 1 contract
Sources: Pledge Agreement (New Skies Satellites Holdings Ltd.)
Undertakings. 8.1 4.1 The Issuer Guarantor undertakes to that, as and from the Seller that date of this Guarantee and throughout the Security Period, it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised comply in the Portfolio and their Related Security in accordance full with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator thatfollowing undertakings:
(a) any term which relates the Guarantor will send (or procure that there is sent) to the recovery Bank:
(i) as soon as possible, but in no event later than one hundred and eighty (180) days after the end of interest under each financial year of the Standard Documentation applicable Guarantor, the annual audited consolidated accounts and financial statements of the Guarantor for such financial year, such accounts and financial statements to be prepared in accordance with generally accepted accounting principles consistently applied and certified as to their correctness by certified or chartered accountants acceptable to the Bank;
(ii) as soon as possible following a Loan reasonable request by the Bank, management accounts in a format approved by the Bank showing the results of the operation of the Vessels during the preceding financial quarter and its Related Security certified as to their correctness by the chief financial officer of the Guarantor;
(iii) as soon as the same is unfairinstituted (or, to the knowledge of the Guarantor, threatened), details of any litigation, arbitration or administrative proceedings against or involving the Guarantor which could or might result in any material adverse change in the business or financial condition of the Guarantor; orand
(iv) from time to time, and on demand, such additional financial or other information relating to the Guarantor as may be requested by the Bank;
(b) the Standard Variable Rate or Guarantor will notify the Bank in writing of any other discretionary interest rate or margin payable under any Loan (subject Event of Default relating to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; orGuarantor forthwith upon the occurrence thereof;
(c) there has been the Guarantor will maintain its corporate existence as a body corporate duly organised and validly existing and in good standing under the laws of the ▇▇▇▇▇▇▇▇ Islands and will obtain and promptly renew from time to time, and will promptly furnish certified copies to the Bank of, all such authorisations, approvals, consents and licences as may be required under any breach applicable law or regulation to enable the Guarantor to perform its obligations under this Guarantee or required for the validity or enforceability of this Guarantee, and the Guarantor shall comply with the terms of the same;
(d) the Guarantor will not (voluntarily or non-observance involuntarily) without the prior consent of the Bank, sell, convey, transfer, lease, or non-compliance with any obligation, undertaking, covenant otherwise dispose of all or condition on the a substantial part of its assets (whether by one transaction or a series of transactions and whether related or not);
(e) the Seller relating to Guarantor shall ensure that neither of the interest payable by or applicable to a Borrower under Borrowers will purchase any Loan, then, subject to further tonnage without the receipt prior written consent of the Bank; and
(f) the Guarantor will procure the observance and performance by the other Security Trustee of a certificate signed by two authorised signatories Parties of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which terms of the Security Trustee shall be entitled Documents to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller they are each respectively a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them)party.
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes or
Appears in 1 contract
Sources: Corporate Guarantee (Costamare Inc.)
Undertakings. 8.1 4.1 The Issuer Pledgor undertakes to and agrees with the Seller Pledgee that it will at all times (shall not unless explicitly permitted under the Finance Documents or will direct following the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) prior written consent from the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator thatPledgee:
(a) create or permit to subsist any term which relates to Security or grant any other right over any Security Asset other than the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; orcreated by this Agreement;
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to Clause 2.2, sell, assign, lease, transfer or otherwise dispose of any applicable caps, discounts and fixed rates) may not be set by any successors Security Asset or assigns of permit the Seller or those deriving title from it; orsame to occur;
(c) there has been any breach of do or non-observance cause or non-compliance with any obligationpermit to be done anything which will, undertakingor could reasonably be expected to, covenant materially adversely affect the Security Assets or condition on the part rights of the Seller relating Pledgee hereunder or which in any way is inconsistent with or materially depreciates, jeopardises or otherwise prejudices the Security Assets.
4.2 The Pledgor further undertakes and agrees with the Pledgee that it shall:
(a) promptly notify the Account Bank of the Security created by this Agreement by sending a notice to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice Account Bank substantially in the form set out in Schedule 6 2 (Loan Repurchase Form of Notice) requiring and provide evidence that such notice has been delivered to the Seller Account Bank and to repurchase procure that the relevant Loan Account Bank acknowledges its receipt of such notice and all execute any other Loans under documentation in connection with the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but deposition of Shares in the case Custody Accounts and the security created by this Agreement as the Pledgee may require;
(b) subject to Clause 2.2, promptly transfer all Related Rights received by the Pledgor after the date hereof to the Custody Account or, if such Related Rights are in the form of cash, the Cash Account, forthwith after the Pledgor has received such Related Rights;
(c) not (i) agree to any amendment or variation of the terms and conditions of the Custody Agreement, (ii) terminate the Custody Agreement or (iii) breach any of the undertakings set out therein (including but not limited to the payment of fees to the Account Bank), in a determination manner that materially adversely affects the value of the Security Assets or the rights of the Pledgee (without the Pledgee's prior written consent, not to be unreasonably withheld);
(d) at all times exercise the voting rights in respect of paragraph (b) abovethe Shares only in a manner which does not materially adversely affect the validity, only if at any time on enforceability or after such determination, the Standard Variable Rate existence of the Seller interests of the Pledgee under this Agreement;
(e) upon the request by the Pledgee, promptly and duly take all actions and execute and deliver any and all further documents, powers of attorney, notifications and confirmations necessary for the purpose of obtaining the full benefit of this Agreement and of the rights and powers granted under it, including any that the Pledgee may require in order to perfect and/or preserve the Security over the Security Assets as created under this Agreement and/or the Pledgee' rights under this Agreement;
(f) subject to Clause 2.2, immediately on receipt of any Security Assets, certificate or other document evidencing any entitlement to any further or other Security Assets deposit such Security Assets, certificate or document with the Pledgee duly endorsed in blank (if applicable) together with such other documents as the Pledgee may require; and
(g) when so requested by the Pledgee issue to the Pledgee a proxy substantially in the form set out in Schedule 1 (Form of Proxy). The Pledgor also undertakes, when requested by the Pledgee, to issue a new such proxy in order to replace any expired or annulled proxy.
4.3 The Pledgor will make all payments which may become due in respect of any of the Security Assets and will discharge all other discretionary obligations in respect thereof and if it fails to do so the Pledgee may elect to make such payments or discharge such obligations on behalf of the Pledgor. Any sums so paid by the Pledgee shall be repayable by the Pledgor to the Pledgee promptly together with interest at the interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (aout in Clause 7.4(Default interest) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where Facilities Agreement, from the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) date of such other lower rating which is consistent with payment by the then current rating methodology Pledgee and pending such payment any sums shall form part of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes orSecured Obligations.
Appears in 1 contract
Undertakings. 8.1 The Issuer undertakes Each Grantor agrees to be bound by the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies covenants set out at Schedule 11 in this Section 6 (Seller's PoliciesUndertakings) to this Agreement (subject to such changes made by until the Seller prior to transfer Discharge of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender)Second Lien Obligations.
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:
(a) Except as otherwise permitted under the Second Lien Documents, no Grantor will:
(i) change its name as it appears in official filings in the jurisdiction of its incorporation or organization;
(ii) do business under any term name other than a name authorized under sub-paragraph (i) above;
(iii) change its chief executive office, principal place of business, corporate offices or warehouses or locations at which relates Collateral is held or stored, or the location of its records concerning the Collateral, in each case, from that set forth in the relevant schedules to this Agreement;
(iv) change its jurisdiction of incorporation or organization or incorporate or organize in any additional jurisdictions;
(v) otherwise amend its charter documents or the rights attaching to its Equity Interests or grant any waiver thereunder in any way that is materially adverse to the recovery interests of interest under the Standard Documentation applicable to a Loan and its Related Security is unfairSecond Lien Secured Parties;
(vi) directly or indirectly liquidate, wind up, terminate, reorganize or dissolve itself (or suffer any liquidation, winding up, termination, reorganization or dissolution) or otherwise wind up itself; or
(vii) cancel, terminate or permit the cancellation or termination of any of its charter documents; unless, in the case of each of sub-paragraphs (i) through (iv) any such new location is in Hawaii and the relevant Grantor will have given the Inventory Collateral Agent at least thirty (30) days’ prior written notice of such change and all action necessary or reasonably requested by the Inventory Collateral Agent to preserve and perfect any Lien with respect to the Collateral will have been completed or taken.
(b) Each Grantor permits the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject Inventory Collateral Agent and its agents and representatives, during normal business hours and upon reasonable notice, to any applicable capsinspect Collateral, discounts to examine and fixed rates) may not be set by any successors or assigns make copies of and abstracts from the records of the Seller or those deriving title from it; orCollateral, and to discuss matters relating to the Collateral directly with such Grantor’s officers and employees.
(c) there has been [Reserved].
(d) At the Inventory Collateral Agent’s request, any breach of or non-observance or non-compliance Grantor must provide it with any obligationinformation concerning the Collateral that it may reasonably request.
(e) Except as otherwise permitted under the Second Lien Documents, undertaking, covenant or condition on the part each Grantor:
(i) must maintain sole legal and beneficial ownership of the Seller relating Collateral;
(ii) must not permit any Collateral to be subject to any Lien other than Permitted Security and must at all times warrant and defend the Inventory Collateral Agent’s Lien in the Collateral against all other Liens and claimants (other than the Liens created under the ABL Loan First Lien Security Agreement);
(iii) must not sell, assign, transfer, pledge, license, lease or encumber, or grant any option, warrant, or right with respect to, any of the Collateral, or agree or contract to do any of the foregoing;
(iv) must not waive, amend or terminate, in whole or in part, any accessory or ancillary right or other right in respect of any Collateral; and
(v) must not take any action which would result in a reduction in the value of any Collateral.
(f) Except as otherwise permitted under the Second Lien Documents, each Grantor must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Collateral) all taxes, assessments and charges imposed on or in respect of the Collateral and all claims against the Collateral, except to the interest payable extent such tax, assessment or charge (i) is being contested in good faith with due diligence and by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a)appropriate proceedings, (b), or (cii) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive is adequately disclosed and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice fully provided for in the form financial statements of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security such Grantor in accordance with Clause 9.9 (but generally accepted accounting principles in the case United States of America, (iii) enforcement is stayed (or bonded in full) for so long as such Grantor is pursuing such contest and (iv) such contest does not involve any material risk of the forfeiture or loss of any material portion of the Collateral and an adequate reserve is set aside for payment of such tax, assessment or charge and the costs required to contest them.
(g) Except as otherwise permitted under the Second Lien Documents, in any suit, legal action, arbitration or other proceeding involving the Collateral or the Inventory Collateral Agent’s Lien, each Grantor must take all lawful action to avoid impairment of the Inventory Collateral Agent’s Lien or the Inventory Collateral Agent’s rights under this Agreement or the imposition of a determination in respect of paragraph (b) above, only if at Lien on any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them)Collateral.
8.3 The Seller undertakes to the Issuer and the Security Trustee that (ah) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or [Reserved].
(i) such other lower rating which is consistent with the then current rating methodology [Reserved].
(j) Annually on each anniversary of the relevant Rating Agency date of this Agreement and from time to time on written demand from the Inventory Collateral Agent, each Grantor will deliver to the Inventory Collateral Agent (i) a Security Supplement executed by an Authorized Officer of such Grantor, together with supplements to all of the Schedules attached to this Agreement or (ii) a written confirmation executed by an Authorized Officer of such other lower rating Grantor confirming that there has been no change in the Cash Manager certifies information provided in writing to this Agreement since the Note Trustee and the Security Trustee would have an adverse effect on the ratings date of the Class A Notes orexecution and delivery of this Agreement or the date of the most recent Security Supplement or written confirmation delivered pursuant to this Section 6.1(j) (Undertakings).
Appears in 1 contract
Sources: Abl Loan Second Lien Security Agreement (Par Petroleum Corp/Co)
Undertakings. 8.1 The Issuer undertakes Pledgor undertakes
(a) to notify the Security Trustee promptly of any change in the partnership of, or the capital contributions to, the Company or of any change in the partnership agreement (Gesellschaftsvertrag) or any registrations in the commercial register other than with respect to holders of a statutory power of attorney (Prokura);
(b) to notify the Security Trustee promptly of any event or circumstance other than interpretation of law which affects or is reasonably likely to affect the validity or enforceability of the security interest granted hereunder;
(c) to effect promptly any payments to be made to the Seller that it will Company in respect of the Interests;
(d) at its own expense, to execute and do all times such assurances, acts and things as the Security Trustee may reasonably require:
(i) for perfecting or will direct protecting the relevant Servicer at security intended to be afforded by this Agreement; and
(ii) if the Secondary Pledges have become enforceable pursuant to Clause 7.1, for facilitating the realisation of all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) or any part of the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) Interests which are subject to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake exercise of all powers, authorities and discretions vested in the Security Trustee, and in particular to each other execute all transfers, conveyances, assignments and releases of that property whether to the Security Trustee that if or to its nominees and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:
(a) any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan give all notices, orders and its Related Security is unfair; or
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (directions which the Security Trustee shall be entitled may reasonably think expedient;
(e) at the Security Trustee’s reasonable request, to accept furnish to the Security Trustee such information concerning the Interests as sufficient evidence is available to the Pledgor to permit the Security Trustee and its designees to inspect, audit and make copies of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on extracts from all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan records and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but papers in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate possession of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes Pledgor which pertain to the Issuer Interests on reasonable notice and during normal business hours, and, upon the reasonable request of the Security Trustee, to deliver to the Security Trustee that copies of all such records and papers;
(af) if its to refrain from any acts or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating omissions which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would might have an adverse effect on the ratings validity or enforceability of the Class A Notes orSecondary Pledges or the effect of which results in the Interests ceasing to exist; and
(g) that all Future Interests will be fully paid and that there will be no obligation for a limited partner to make additional contributions.
Appears in 1 contract
Sources: Secondary Interest Pledge Agreement (Kabel Deutschland GmbH)
Undertakings. 8.1 The Issuer undertakes Each Grantor agrees to be bound by the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies covenants set out at Schedule 11 in this Section 6 (Seller's PoliciesUndertakings) to this Agreement (subject to such changes made by until the Seller prior to transfer Discharge of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender)Second Lien Obligations.
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:
(a) Except as otherwise permitted under the Second Lien Documents, no Grantor will:
(i) change its or any term Issuer’s name as it appears in official filings in the jurisdiction of its incorporation or organization;
(ii) do business under any name other than a name authorized under sub-paragraph (i) above;
(iii) change its or any Issuer’s chief executive office, principal place of business, corporate offices or warehouses or locations at which relates Collateral is held or stored, or the location of its records concerning the Collateral, in each case, from that set forth in the relevant schedules to this Agreement;
(iv) change its or any Issuer’s jurisdiction of incorporation or organization or incorporate or organize in any additional jurisdictions;
(v) otherwise amend its or any Issuer’s charter documents or the rights attaching to its or any Issuer’s Equity Interests or grant any waiver thereunder in any way that is materially adverse to the recovery interests of interest under the Standard Documentation applicable to a Loan and its Related Security is unfairSecond Lien Secured Parties;
(vi) directly or indirectly liquidate, wind up, terminate, reorganize or dissolve itself or any Issuer (or suffer any liquidation, winding up, termination, reorganization or dissolution) or otherwise wind up itself or any Issuer; or
(vii) cancel, terminate or permit the cancellation or termination of any of its or any Issuer’s charter documents; unless, in the case of each of sub-paragraphs (i) through (iv) any such new location is in Hawaii and the relevant Grantor will have given the ABL Loan Collateral Agent at least thirty (30) days’ prior written notice of such change and all action necessary or reasonably requested by the ABL Loan Collateral Agent to preserve and perfect any Lien with respect to the Collateral will have been completed or taken.
(b) Each Grantor permits the Standard Variable Rate ABL Loan Collateral Agent and its agents and representatives, during normal business hours and upon reasonable notice, to inspect Collateral, to examine and make copies of and abstracts from the records of the Collateral, and to discuss matters relating to the Collateral directly with such Grantor’s officers and employees.
(c) Each Grantor will cause each Issuer to keep and maintain, at its address indicated in Schedule 4 (Pledged Capital Stock) its company records and all records, documents and instruments constituting, relating to, or evidencing such Pledged Capital Stock. Each Grantor agrees to cause each Issuer to permit the ABL Loan Collateral Agent and its agents and representatives during normal business hours and upon reasonable notice, to examine and make copies of and abstracts from the records and stock ledgers and to discuss matters relating to the Pledged Capital Stock of such issuer and its records directly with its officers and employees.
(d) At the ABL Loan Collateral Agent’s request, any other discretionary interest rate or margin payable Grantor must provide it with any information concerning the Collateral that it may reasonably request.
(e) Except as otherwise permitted under the Second Lien Documents, each Grantor:
(i) must maintain sole legal and beneficial ownership of the Collateral;
(ii) must not permit any Loan (Collateral to be subject to any applicable capsLien other than Permitted Security and must at all times warrant and defend the ABL Loan Collateral Agent’s Lien in the Collateral against all other Liens and claimants (other than the Liens created under the Inventory First Lien Security Agreement);
(iii) must not sell, discounts and fixed rates) may not be set by assign, transfer, pledge, license, lease or encumber, or grant any successors option, warrant, or assigns right with respect to, any of the Seller Collateral, or agree or contract to do any of the foregoing;
(iv) must not waive, amend or terminate, in whole or in part, any accessory or ancillary right or other right in respect of any Collateral; and
(v) must not take any action which would result in a reduction in the value of any Collateral.
(f) Except as otherwise permitted under the Second Lien Documents, each Grantor must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Collateral) all taxes, assessments and charges imposed on or in respect of the Collateral and all claims against the Collateral, except to the extent being contested in good faith and by appropriate proceedings being diligently conducted and with respect to which reserves are being maintained in accordance with generally accepted accounting principles in the United States of America.
(g) Except as otherwise permitted under the Second Lien Documents, in any suit, legal action, arbitration or other proceeding involving the Collateral or the ABL Loan Collateral Agent’s Lien, each Grantor must take all lawful action to avoid impairment of the ABL Loan Collateral Agent’s Lien or the ABL Loan Collateral Agent’s rights under this Agreement or the imposition of a Lien on any of the Collateral.
(h) Except for dividends or distributions permissible under Section 10.03 of the Credit Agreement and Section 6.19 (Distributions and redemptions of membership interests) of the Framework Agreement and made in compliance with those deriving title from itsections, no Grantor will permit any Issuer:
(i) to make, declare, or pay any dividends, distributions, or returns of capital, or purchase, redeem, or otherwise acquire for value any shares of capital stock or other ownership interests in such issuer now or later outstanding, or make any distribution of assets or property to its members or shareholder as such;
(ii) to cancel or change the terms of any Equity Interests; or
(ciii) there has been to effect or permit the change of control of any breach of or non-observance or non-compliance with any obligationIssuer, undertaking, covenant or condition on except as expressly permitted under both the part of Credit Agreement and the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them)Framework Agreement,.
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology No Grantor will take any action, or permit any issuer of Equity Interests to take any action, that could cause any of the relevant Rating Agency Pledged Capital Stock to constitute “margin stock” within the meaning of Regulation U or X issued by the Board of Governors of the United States Federal Reserve System.
(j) Annually on each anniversary of the date of this Agreement and from time to time on written demand from the ABL Loan Collateral Agent, each Grantor will deliver to the ABL Loan Collateral Agent (i) a Security Supplement executed by an Authorized Officer of such Grantor, together with supplements to all of the Schedules attached to this Agreement or (ii) a written confirmation executed by an Authorized Officer of such other lower rating Grantor confirming that there has been no change in the Cash Manager certifies information provided in this Agreement since the date of the execution and delivery of this Agreement or the date of the most recent Security Supplement or written confirmation delivered pursuant to this Section 6.1(j) (Undertakings).
(k) At any time that any Grantor acquires, leases or otherwise utilizes any real property, such Grantor will, promptly but in any case within two (2) Business Days, notify in writing the Inventory Collateral Agent and the Inventory Party of such acquisition, lease or other utilization and whether such real property is material to the Note Trustee operation or value of the Refinery and the Security Trustee would have an adverse effect on System or Tesoro Hawaii’s ability to perform its obligations under the ratings of the Class A Notes orBasic Documents.
Appears in 1 contract
Sources: Inventory Second Lien Security Agreement (Par Petroleum Corp/Co)
Undertakings. 8.1 6.1 The Issuer Guarantor agrees with represents and undertakes to the Seller Trustee that:-
(A) If the Guarantor becomes liable to make any payment pursuant to Clause 3 hereof, then the Guarantor will not thereafter make demand for payment of any moneys for the time being due to the Guarantor from any Security Party or exercise any other right or remedy to which the Guarantor is entitled in respect of such moneys unless and until all moneys whatsoever owing by all Security Parties to the Trustee and the Beneficiaries have been irrevocably paid in full;
(B) If any Security Party shall become insolvent or shall be wound up or liquidated, the Guarantor shall not (unless so required by the Trustee and then only on condition that the Guarantor holds the benefit of any claim in such insolvency or liquidation upon trust to pay any amounts recovered thereunder to the Trustee) prove in such insolvency, winding-up or liquidation until all moneys whatsoever owing by all Security Parties to the Trustee and the Beneficiaries have been irrevocably paid in full;
(C) The Guarantor has not taken and will not take from any Security Party any security whatsoever for the moneys hereby secured and, notwithstanding the foregoing, any such security now or hereafter held by the Guarantor shall be held in trust for the Trustee and the Beneficiaries and for their benefit in respect of the obligations of the Guarantor hereunder;
(D) The Guarantor will not exercise any right to which the Guarantor may be entitled as a surety until all moneys whatsoever owing or due and payable by all Security Parties to the Trustee and the Beneficiaries have been irrevocably paid in full;
(E) The Guarantor hereby waives any right to require the Trustee and/or the Beneficiaries to proceed first against any Security Party and/or to give notice to or demand on any Security Party whatsoever;
(F) All payments to be made hereunder shall be made in immediately available funds without set-off or counter-claim and free and clear of and without deduction for or on account of any present or future taxes of any nature now or hereafter imposed, levied, collected, withheld, deducted or assessed by any taxing and/or governmental authority whatsoever or wheresoever unless the Guarantor is compelled by law to deduct such taxes. In that event all such taxes shall be borne by the Guarantor or, if under the provisions of any applicable law this stipulation cannot be applied, then the Guarantor shall increase the payments to the Trustee so that the net amounts received by the Trustee shall be equal to the full amounts which the Trustee would have received had payment not been made subject to such taxes; provided that taxes payable by the Trustee or any Beneficiary on its profits arising by virtue of the transaction herein described in the countries in which it carries on business shall not be included in the foregoing. As used in this sub-clause the term "taxes" includes all levies, imposts, duties, charges, fees, deductions and withholdings whatsoever and any restriction or condition resulting in a charge. If the Guarantor is required to deduct taxes, the Guarantor will promptly thereafter deliver all receipts and other documents relating thereto to the Trustee. If and when the Trustee or any Beneficiary shall receive (in its reasonable opinion) a credit in respect of any taxes deducted by the Guarantor and to which this sub-clause refers, it shall allow the Guarantor a credit against amounts due or to become due under the Agreement or any one or more of the Security Documents (the "Guarantor's Credit") of such amount as shall be fair and reasonable in the opinion of the Trustee or that Beneficiary in respect of any such credit as is received by the Trustee or that Beneficiary or, if all of the Indebtedness shall have been repaid in full, shall make a payment to the Guarantor equal to the amount of the Guarantor's Credit. Neither the Trustee nor any Beneficiary shall be under any obligation to discuss or reveal its tax affairs with the Guarantor;
(G) The Guarantor shall give to the Trustee all such information as the Trustee may request with regard to the performance by the Security Parties of their respective obligations under the Agreement and the Security Documents;
(H) The Guarantor shall not without the prior written consent of the Trustee (such consent not to be unreasonably withheld) sell, convey, transfer or otherwise dispose (whether by a single transaction or in a series of transactions, related or not) of any assets;
(I) All the authorised and issued share capital of the Borrower is and will remain wholly owned and controlled by the Guarantor;
(J) The Guarantor shall prepare or cause to be prepared, in accordance with GAAP and deliver to the Trustee annual audited financial statements of the Guarantor within ninety five (95) days of the end of the annual accounting periods of the Guarantor and quarterly unaudited accounts of the Guarantor within fifty (50) days of the end of each quarter together with copies of all notices sent to shareholders or any class of shareholders and such financial and other information concerning the Guarantor as the Trustee shall reasonably require;
(K) The Guarantor shall not make any single acquisition or investment costing more than one million United States Dollars (USD1,000,000) without the prior written consent of the Trustee (such consent not to be unreasonably withheld);
(L) The Guarantor shall not incur any liability in respect of Borrowed Money or guarantee endorse or otherwise become or remain liable in respect of the obligations of any person firm or corporation without the prior written consent of the Trustee (such consent not to be unreasonably withheld);
(M) The Guarantor shall not pay any dividend for any shares except preferred shares on the following terms:-
(i) no covenant or undertaking binding upon the Guarantor is or would be breached by the payment of such dividend; and
(ii) the aggregate amount of any such dividends paid in any one period of twelve (12) months does not exceed four hundred thousand United States Dollars (USD 400,000), Provided That, in respect of any preferred share issued by the Guarantor prior to the date of the Agreement, the Guarantor (subject only to (i) above) shall be entitled to pay dividends in the maximum amount of twelve per cent (12%) per annum of the price at which the relevant preferred share was issued;
(N) The Guarantor shall procure that it will has cash which is freely available, which is not subject to any Encumbrance and which amounts to not less than the amount specified in item 1 in schedule A hereto on the first Drawdown Date and not less than the amount specified in item 2 in schedule A hereto at all times thereafter Provided that all sums standing to the credit of the Earnings Account after all the applications have been made in accordance with clause 10.2 of the Agreement shall be deemed for the purposes of this clause to be cash which is freely available to the Guarantor and not subject to any Encumbrance;
(or will direct O) The Guarantor shall procure that its Debt Service Coverage Ratio (calculated at three (3) monthly intervals as set out below) shall not be less than the relevant Servicer at all times toratio specified in item 3 in schedule A hereto (for the period from the first Drawdown Date to 30 September 2002) use reasonable endeavours to administer and enforce the ratio specified in item 4 in schedule A hereto (for any period after 30 September 2002) and exercise its powers and rights and perform its obligations under) for this purpose the Loans comprised in the Portfolio and their Related Security Debt Service Coverage Ratio shall be calculated on a consolidated basis in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:
(a) any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; or
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes orfollowing formula:-
Appears in 1 contract
Undertakings. 8.1 The Issuer undertakes to the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator thatPledgor undertakes:
(a) to notify the Security Agent promptly of any term which relates change in the shareholding in, or the capital contributions to, the Company or of any change in the articles of association (Satzung) or the registration of the Company in the commercial register other than with respect to the recovery holders of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; orstatutory power of attorney (Prokura);
(b) to notify the Standard Variable Rate Security Agent promptly of any event or any circumstance other discretionary interest rate than interpretation of laws which affects or margin payable under any Loan (subject is reasonably likely to any applicable caps, discounts and fixed rates) may not be set by any successors affect the validity or assigns enforceability of the Seller or those deriving title from it; orsecurity interest granted hereunder;
(c) there has been to effect promptly any breach payments to be made to the Company in respect of the Shares;
(d) at its own expense, to execute and do all such assurances, acts and things as the Security Agent may reasonably require:
(i) for perfecting or non-observance protecting the security intended to be afforded by this Agreement; and
(ii) if the Pledges have become enforceable pursuant to Clause 7.1, for facilitating the realisation of all or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating Shares which are subject to this Agreement and the exercise of all powers, authorities and discretions vested in the Security Agent, and in particular to execute all transfers, conveyances, assignments and releases of that property whether to the interest payable by Security Agent or applicable to a Borrower under any Loanits nominees and give all notices, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (orders and directions which the Security Trustee shall be entitled Agent may reasonably think expedient;
(e) at the Security Agent’s reasonable request, to accept furnish to the Security Agent such information concerning the Shares as sufficient evidence is available to the Pledgor, to permit the Security Agent and its designees to inspect, audit and make copies of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on extracts from all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan records and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but papers in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate possession of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes Pledgor which pertain to the Issuer Shares on reasonable notice and during normal business hours, and, upon the reasonable request of the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-termAgent, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to deliver to the Note Trustee Security Agent copies of all such records and the Security Trustee would papers;
(f) to refrain from any acts or omissions which might have an adverse effect on the ratings validity or enforceability of the Class A Notes orPledges or the effect of which results in the Shares ceasing to exist; and
(g) that all Future Shares will be fully paid and that there will be no obligation for a Shareholder to make additional contributions.
Appears in 1 contract
Undertakings. 8.1 The Issuer 5.1. BCL hereby undertakes to the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and during the continuance of the Security Interests created pursuant to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator thatthis Security Agreement it will:
(a) deposit with the Security Trustee forthwith (to be held at the risk of BCL save where BCL suffers any term which relates loss, costs or expenses as a result of the Security Trustee’s gross negligence or wilful default):
(i) all certificates and documents of title relating to the recovery Collateral and such deeds of interest under transfer in blank and other documents as the Standard Documentation applicable Security Trustee may from time to a Loan and time reasonably require for perfecting the title of the Security Trustee to the Collateral (duly executed by or signed on behalf of the registered holder) or for vesting or enabling it to vest the same in itself or its Related nominees or in any purchaser; and
(ii) all such other documents relating to the Collateral as are in its possession or which it can reasonably obtain as the Security is unfair; orTrustee may from time to time reasonably require;
(b) the Standard Variable Rate duly and promptly pay all calls, instalments or other moneys which may from time to time become due in respect of any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller Collateral, it being acknowledged by BCL that neither the Security Trustee nor any of the Beneficiaries shall in any circumstances incur any liability whatsoever in respect of any such calls, instalments or those deriving title from it; orother moneys;
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by forthwith inform the Security Trustee of a certificate signed by two authorised signatories any claim or notice relating to the Collateral received from any other party and likely materially to prejudice the value of the Servicer stating that such a determination has been made Collateral and of all matters relevant thereto;
(d) not, save as otherwise permitted or not restricted under paragraph each of the Senior Finance Documents (a), (b)without the prior consent in writing of the Security Trustee) redeem or purchase any of its own shares or participate in or permit any purchase or redemption of any of the Collateral by the Company, or sell, transfer or otherwise dispose of any part of the Collateral; and
(ce) above (which save to the extent expressly permitted or not restricted under each of the Senior Finance Documents, not, without the prior consent in writing of the Security Trustee shall be entitled Trustee, grant any option with respect to accept as sufficient evidence any of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them)Shares.
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes or
Appears in 1 contract
Sources: Security Agreement (Wakefield Cable Communications LTD)
Undertakings. 8.1 The Issuer Pledgor hereby undertakes to the Seller that it will Pledgee:
7 . 1 . 1 to, at the first demand of the Pledgee, execute and deliver all times such agreements and documents and do all such acts and things the Pledgee may reasonably deem necessary to create, perfect, protect and/or enforce the rights of the Pledgee created hereby (or will direct intended to be created hereby);
7 . 1 . 2 to promptly notify the relevant Servicer at all times toPledgee of any attachment (beslag) of the Security Assets and to promptly notify the person making any such attachment or any receiver in bankruptcy (curator) or any administrator in (preliminary) suspension of payment (bewindvoerder) of the existence of the Pledge;
7 . 1 . 3 except as permitted under the Facilities Agreement, not to (to the extent within its control) amend or accept amendment of the terms applicable to any Security Asset in such manner that the validity or enforceability of this Deed is affected;
7 . 1 . 4 in order for the Bank Account Receivables in connection with the Future Accounts to become capable of being pledged in the manner envisaged by Section 3:83(1) DCC, to use reasonable endeavours to administer procure that upon the opening of such Future Accounts, the relevant Account Bank consents to the creation of the Pledge and enforce (waives any provisions of the terms and exercise conditions governing the relevant Accounts and the Rights in connection therewith that exclude or restrict the assignability and pledgeability of those Rights and that it shall provide the Pledgee with evidence of such consent and waiver;
7 . 1 . 5 except as permitted under the Facilities Agreement or pursuant to the First Ranking Deed of Pledge, not to sell, agree to sell or otherwise dispose of its powers Security Assets and rights and perform not to create or grant or permit to subsist any Encumbrance on its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to Assets other than this Agreement (Pledge;
7 . 1 . 6 subject to Clause 5.2, to provide the Pledgee, promptly upon its request, with such changes made by information and documentation as the Seller prior Pledgee reasonably requires to transfer of legal title to determine the Loans in accordance with Clause 7 (Perfection value of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other Security Assets and to the Security Trustee that if and to the extent that any determination shall be made preserve or enforce its rights created by any court or other competent authority this Deed or any ombudsman or regulator that:
(a) any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; or
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them)Supplemental Deed.
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes or
Appears in 1 contract
Sources: Security Agreement
Undertakings. The following undertakings in this Clause 8.1 The Issuer undertakes to remain in force from the Seller that it will at all times date of this Agreement for so long as the Loan (or will direct the relevant Servicer at all times toany part thereof) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised or any money thereunder or in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).connection therewith or arising therefrom remains outstanding:
8.2 8.1.1 The Seller Borrower and the Issuer undertake Lender shall promptly obtain, comply with and do all that is necessary to each other maintain in full force and to the Security Trustee that if and to the extent that effect any determination shall be made by Authorisation required under any court law or other competent authority or any ombudsman or regulator thatregulation to:
(a) any term which relates enable it to the recovery of interest perform its obligations under the Standard Documentation applicable to a Loan and its Related Security is unfair; orthis Agreement;
(b) ensure the Standard Variable Rate legality, validity, enforceability or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns admissibility in evidence of the Seller or those deriving title from itthis Agreement; orand
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of the Borrower) carry on its business;
8.1.2 The Borrower and the Lender shall comply in all respects with all laws and regulations to which it may be subject;
8.1.3 The Borrower and the Lender shall duly and punctually pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties;
8.1.4 The Borrower shall not enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction save with the consent of the Lender, such consent not to be unreasonably withheld;
8.1.5 The Borrower shall ensure that at all times any unsecured and unsubordinated claims of the Lender against it under this Agreement rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies;
8.1.6 The Borrower shall not create or permit to subsist any Security over any of the Target Shares or any of its other assets;
8.1.7 Save as otherwise provided herein, the Borrower shall not enter into a determination single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any of the Target Shares (or its interests therein); The Borrower shall not incur or allow to remain outstanding any guarantee in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate obligation of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes orany person;
Appears in 1 contract
Sources: Loan Agreement (Environmental Solutions Holding Pte. LTD)
Undertakings. 8.1 The Issuer undertakes Pledgor undertakes
(a) to notify the Security Trustee promptly of any change in the shareholding in, or the capital contributions to, the Company or of any change in the shareholders’ agreement (Gesellschaftsvertrag) or the registration of the Company in the Commercial Register other than with respect to holders of a statutory power of attorney (Prokura);
(b) to notify the Security Trustee promptly of any event or circumstance other than interpretation of law which affects or is reasonably likely to affect the validity or enforceability of the security interest granted hereunder;
(c) to effect promptly any payments to be made to the Seller that it will Company in respect of the Shares;
(d) at its own expense, to execute and do all times such assurances, acts and things as the Security Trustee may reasonably require:
(i) for perfecting or will direct protecting the relevant Servicer at security intended to be afforded by this Agreement; and
(ii) if the Secondary Pledges have become enforceable pursuant to Clause 7.1, for facilitating the realisation of all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) or any part of the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) Shares which are subject to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake exercise of all powers, authorities and discretions vested in the Security Trustee, and in particular to each other execute all transfers, conveyances, assignments and releases of that property whether to the Security Trustee that if or to its nominees and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:
(a) any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan give all notices, orders and its Related Security is unfair; or
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (directions which the Security Trustee shall be entitled may reasonably think expedient;
(e) at the Security Trustee’s reasonable request, to accept furnish to the Security Trustee such information concerning the Shares as sufficient evidence is available to the Pledgor, to permit the Security Trustee and its designees to inspect, audit and make copies of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on extracts from all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan records and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but papers in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate possession of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes Pledgor which pertain to the Issuer Shares on reasonable notice and during normal business hours, and, upon the reasonable request of the Security Trustee, to deliver to the Security Trustee that copies of all such records and papers;
(af) if its to refrain from any acts or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating omissions which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would might have an adverse effect on the ratings validity or enforceability of the Class A Notes orSecondary Pledges or the effect of which results in the Shares ceasing to exist; and
(g) that all Future Shares will be fully paid and that there will be no obligation for a shareholder to make additional contributions.
Appears in 1 contract
Sources: Secondary Share Pledge Agreement (Kabel Deutschland GmbH)
Undertakings. 8.1 The Issuer undertakes to the Seller that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject subjec t to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:
(a) any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; or
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed s igned by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase NoticeNotic e) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes or
Appears in 1 contract
Sources: Mortgage Sale Agreement
Undertakings. 8.1 9.1 The Issuer undertakes to the Seller Bondholders that at any time and from time to time for so long as any Bond remains outstanding, unless with the prior written consent of the Bondholders:
(a) the Issuer shall continue and shall procure CAAM to continue to be primarily engaged in the core businesses in which it was engaged as at the date of the Subscription Agreement;
(b) the Issuer has and shall continue from time to time to keep available for transferring, free from pre-emptive rights, sufficient Shares held by it to satisfy in full the transfer of the Exchangeable Shares and shall ensure that all Shares delivered on exchange of any of the Bonds will be fully-paid and non-assessable;
(c) the Issuer shall procure CAAM not to modify the rights attaching to the Shares with respect to voting, dividends or liquidation nor issue any other class of ordinary share capital carrying any rights which are more favourable than the rights attaching to Shares but nothing in this Condition 9.1(c) shall prevent (i) a consolidation or subdivision of the Shares or the conversion of any Shares into stock or vice versa, (ii) a modification to the rights attaching to the Shares which is not, in the opinion of the Approved Financial Adviser, materially prejudicial to the interests of the Bondholders, (iii) the conversion of Shares into, or the issue of any Shares in, uncertificated form (or the conversion of Shares in uncertificated form to certificated form), (iv) the amendment of the articles of association of CAAM to enable title to securities of CAAM (including Shares) to be evidenced and transferred without a written instrument, or (v) any other alteration to the articles of association of CAAM made in connection with the matters described in this Condition 9.1 or which are supplemental or incidental to any of the foregoing (including amendments made to enable or facilitate procedures relating to such matters and amendments dealing with the rights and obligations of holders of securities (including Shares) dealt with under such procedures);
(d) CAAM shall at all times and from time to time be a wholly-owned Subsidiary of the Issuer;
(e) the Issuer will pay the expenses of the delivery of the Shares arising on exchange of the Bonds;
(f) subject to these Conditions, the Issuer will procure CAAM not to issue or pay up any securities, in either case by way of capitalisation of profits or reserves unless, in any such case, it (subject to the provisions of Condition 8.10) gives rise to an adjustment of the Exchange Price, and the Issuer shall at its own expense request the Approved Financial Adviser (acting as expert) to determine as soon as practicable what adjustment (if any) to the Exchange Price is fair and reasonable to take account of the capitalisation of profits or reserves, and if the adjustment would result in a reduction in the Exchange Price, the date on which such adjustment should take effect;
(g) the Issuer shall ensure that all Exchangeable Shares shall be duly and validly issued, fully paid and registered, and free from Encumbrances and all such Shares shall rank pari passu in all respects with the fully paid Shares in issue on the relevant Registration Date and shall accordingly entitle the holders thereof to participate in full in all dividends or
(h) as soon as possible and in any event not later than 10 Business Days after the approval by the board of directors of CAAM of any event which give rise to adjustments pursuant to Condition 8.10 or other provisions of these Conditions (or, if later, as soon as the relevant adjustment thereunder can reasonably be determined), give notice to the Bondholders advising them of the date on which the relevant adjustment of the Exchange Price is to become effective, the size of adjustment on the Exchange Price and the effect (if any) on the Bondholders' right to exercise its Exchange Right herein;
(i) the Issuer shall and shall procure its Subsidiaries to:
(i) maintain its corporate existence and conduct its business in compliance in all material respects with all applicable laws, rules, codes and regulations;
(ii) maintain in full force and effect all authorisations required from any governmental or other authority or from any shareholders or creditors of the Issuer for or in connection with the execution, validity and performance of the Bonds and the other Transaction Documents, and take immediate steps to obtain and thereafter maintain in full force and effect any other authorisations which may become necessary or advisable for the purpose stated therein;
(iii) promptly inform the Bondholders of any occurrence of which it becomes aware which might materially and adversely affect its ability to perform its obligations under the Bonds;
(iv) not take any step with a view to effecting dissolution, liquidation or winding-up of the Issuer or any of its Subsidiaries;
(v) not sell, transfer or dispose, whether through one or more transactions within one financial year, all or any substantial assets of the Group which accounts for more than 75%of the total value of the assets of the Group as shown in the latest published consolidated financial statements of the Group;
(vi) not, authorise, declare, make or pay any Capital Distribution;
(vii) not do any act that would cause or otherwise suffer a Material Adverse Effect in its business;
(j) the Issuer will notify the Bondholders in writing immediately upon becoming aware of the occurrence of any Event of Default or any event or circumstance which would, with the giving of notice and/or the lapse of time and/or the issuing of a certificate, become an Event of Default;
(k) ensure and maintain that its Net Asset Value shall not be less than HK$500,000,000 at any given time and the Issuer shall, promptly upon reasonable request by the Bondholders and to the extent permissible by applicable laws, supply to the Bondholders with each set of consolidated financial statements published by the Issuer in respect of any relevant period (which shall be the financial period ended immediately prior to the relevant date when the Issuer's Net Asset Value is being computed) and/or as at the relevant date/time, a certificate setting out, in reasonable detail and signed by two directors of the Issuer, computations as to compliance with this Condition 9.1(k) as at the date as at which consolidated financial statements were drawn up in respect of such relevant period and/or any other relevant date/time;
(l) without prejudice to the Issuer's negative pledge under Condition 5, save and except for any indebtedness, Encumbrance or Security interests in respect of any indebtedness subsisting as at the date hereof and its renewal, the Issuer shall procure CAAM not to incur any indebtedness or create or constitute any Security interests or other form of Encumbrances of any kind in respect of any indebtedness that in aggregate exceeds HK$200,000,000 and which is due earlier than the Maturity Date;
(m) without prejudice to the Issuer's negative pledge under Condition 5 and save as contemplated under the Subscription Agreement and the Transaction Documents, the Issuer shall procure CAAM not to incur any other indebtedness or create or constitute any other financing for, or Security interests or other form of Encumbrances of any kind over any of the assets;
(n) the Issuer shall provide or cause to provide to the Bondholders:
(i) the audited annual financial statements and annual management accounts of CAAM within 90 days after the end of CAAM's financial year;
(ii) all documents necessary for the Bondholders to comply with the relevant legal and regulatory requirements (including, for the avoidance of doubt, requirements under the Listing Rules to which any Bondholder or its holding company is subject and/or other internal requirements or procedures put in place by any Bondholder for compliance, internal control and/or related regulatory or ancillary purpose) for being the holders of the Bonds, which shall be provided or cause to be provided to the financial advisers to the Bondholders at the same time when such documents are provided to the Bondholders;
(iii) within 60 days after 30th June and 90 days after 31st December of every year, a written confirmation that all the terms and conditions herein and under the other Transaction Documents are fulfilled and/or complied with.
9.2 If an offer is made to all holders of Shares (or will direct such holders other than the relevant Servicer offeror and/or any Issuer controlled by the offeror and/or persons associated or acting in concert with the offeror) to acquire all or a portion of the Shares or if any person proposes a scheme with regard to such acquisition, it shall and shall procure CAAM to forthwith give notice of such offer or scheme to the Bondholders at the same time as any notice thereof is sent to its Shareholders (or as soon as practicable thereafter) stating that details concerning such offer or scheme may be obtained from the specified office of the Issuer and, where such an offer or scheme has been recommended by the Board or where such an offer has become or been declared unconditional in all respects, use its best endeavours to procure that a like offer or scheme is extended to the Bondholders and the holders of any Exchangeable Shares issued during the period of the offer or scheme.
9.3 The Issuer shall procure CAAM not to make any reduction or redemption of share capital, share premium account or capital redemption reserve involving the repayment of money to the Shareholders (other than to the Shareholders having the right on a winding-up to a return of capital in priority to the holders of shares) or reduce any uncalled liability in respect thereof unless, in any such case, such reduction or redemption is permitted by applicable law, and (a) the same gives rise (or would, but for the provisions of Condition 8.10 give rise) to an adjustment of the Exchange Price in accordance with Condition 8.10 or (b) the Bondholders have given a prior written consent.
9.4 The Issuer shall procure CAAM not to take any action which prevents the transfer of its shares generally unless, under the laws of Hong Kong and Hong Kong and the articles of association of CAAM as then in effect, the Bonds may be exchanged legally for Shares and the Shares so exchanged may be transferred at all times to) use reasonable endeavours during the period of such closure. The Issuer shall not and shall procure CAAM not to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised take any action which prevents any exchange or delivery of Shares in the Portfolio and their Related Security respect thereof.
9.5 The Issuer shall not enter into any deed, agreement, assignment, instrument or documents whatsoever binding on it which may result in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection any breach of the Sale) in accordance with memorandum and articles or any of the standard terms and conditions of a Reasonable, Prudent Mortgage Lender)the Bonds and/or other Transaction Documents.
8.2 9.6 The Seller and the Issuer undertake shall procure CAAM not to each other and to the Security Trustee that issue any further equity securities if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator that:
(a) any term which relates such issuance will result in the Issuer being unable to comply with the recovery adjustment provisions of interest under the Standard Documentation applicable to a Loan Condition 8.10 and its Related Security is unfair; orobligations to deliver Shares under these Conditions.
(b) the Standard Variable Rate 9.7 If CAAM declares, makes or pays any other discretionary interest rate cash dividend or margin payable under distribution of any Loan (subject to kind at any applicable caps, discounts and fixed rates) may not be set by time when any successors or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors)Bonds remains outstanding, the Issuer will serve upon shall apply and use any such dividend or distribution received or receivable by the Seller a notice Issuer from CAAM solely to redeem the Bonds then outstanding, and the Issuer shall, immediately and in any event within 14 days after receipt of such dividend or distribution, exercise the form right of early redemption available to the Issuer as the issuer of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller Bonds, without prejudice to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them)Condition 7.2.
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes or
Appears in 1 contract
Undertakings. 8.1 The Issuer undertakes 3.1 Undertakings relating to the Seller Secured Assets: You undertake that it will at all times (or will direct the relevant Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to this Agreement (subject to such changes made by the Seller prior to transfer of legal title to the Loans in accordance with Clause 7 (Perfection of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman or regulator thatyou will:
(a) Disposals: not, without our prior written consent, dispose of any term Secured Asset, other than:
(i) inventory in the ordinary course of your business;
(ii) by collecting accounts receivable that are the proceeds of a disposal referred to in sub-paragraph (i);
(iii) if a company, disposals from another Group Member to you;
(iv) disposals of money borrowed or raised for the purpose for which relates that money was borrowed or raised;
(v) disposals of property in exchange for property comparable in type and value;
(vi) disposals on reasonable commercial terms of obsolete property or property no longer required for the purposes of your business;
(vii) in the case of Land, by way of granting a lease, tenancy or licence to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfairoccupy that Land for proper value on reasonable commercial terms; or
(viii) as otherwise permitted by the relevant Facility Agreement or Security;
(b) No security interests: not create or permit to exist any security interest over or affecting any Secured Asset except as created or permitted by the Standard Variable Rate relevant Facility Agreement or Security;
(c) No accessions: not allow any other discretionary interest rate Secured Asset to become an accession to any property that is not a Secured Asset, or margin payable under to be affixed to any Loan land;
(d) No rights of set-off: not allow any of your accounts receivable being Secured Assets to be subject to any applicable capsright of set-off or combination of accounts or another defence or claim (other than rights that arise solely by operation of law);
(e) Maintain and repair Secured Assets: maintain in good working order all Secured Assets and, discounts and fixed rateson our request, remedy every defect in the condition of any Secured Asset;
(f) may not be set by Notice of Secured Assets located abroad or moved: promptly notify us in writing of any successors or assigns of the Seller or those deriving title from itSecured Assets that:
(i) is located abroad; or
(cii) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on is to be moved from the part of jurisdiction where it was situated at the Seller relating to time the security interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Facility Agreement or Security attached to it, except in accordance with Clause 9.9 (but relation to inventory disposed of in the case ordinary course of a determination in respect your business;
(g) Documents of paragraph (b) abovetitle: upon request, only if at any time on deposit with us all documents of title constituting or after such determination, evidencing the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them).
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes orSecured Asset;
Appears in 1 contract
Sources: General Terms and Conditions
Undertakings. 8.1 The Issuer Pledgor hereby undertakes to the Seller that it will Pledgee:
7 . 1 . 1 to, at the first demand of the Pledgee, execute and deliver all times such agreements and documents and do all such acts and things the Pledgee may reasonably deem necessary to create, perfect, protect and/or enforce the rights of the Pledgee created hereby (or will direct intended to be created hereby);
7 . 1 . 2 to promptly notify the relevant Servicer at all times toPledgee of any attachment (beslag) of the Security Assets and to promptly notify the person making any such attachment or any receiver in bankruptcy (curator) or any administrator in (preliminary) suspension of payment (bewindvoerder) of the existence of the Pledge;
7 . 1 . 3 except as permitted under the Facilities Agreement, not to (to the extent within its control) amend or accept amendment of the terms applicable to any Security Asset in such manner that the validity or enforceability of this Deed is affected;
7 . 1 . 4 in order for the Bank Account Receivables in connection with the Future Accounts to become capable of being pledged in the manner envisaged by Section 3:83(1) DCC, to use reasonable endeavours to administer procure that upon the opening of such Future Accounts, the relevant Account Bank consents to the creation of the Pledge and enforce (waives any provisions of the terms and exercise conditions governing the relevant Accounts and the Rights in connection therewith that exclude or restrict the assignability and pledgeability of those Rights and that it shall provide the Pledgee with evidence of such consent and waiver;
7 . 1 . 5 except as permitted under the Facilities Agreement, not to sell, agree to sell or otherwise dispose of its powers Security Assets and rights and perform not to create or grant or permit to subsist any Encumbrance on its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the policies set out at Schedule 11 (Seller's Policies) to Assets other than this Agreement (Pledge;
7 . 1 . 6 subject to Clause 5.2, to provide the Pledgee, promptly upon its request, with such changes made by information and documentation as the Seller prior Pledgee reasonably requires to transfer of legal title to determine the Loans in accordance with Clause 7 (Perfection value of the Sale) in accordance with the standard of a Reasonable, Prudent Mortgage Lender).
8.2 The Seller and the Issuer undertake to each other Security Assets and to the Security Trustee that if and to the extent that any determination shall be made preserve or enforce its rights created by any court or other competent authority this Deed or any ombudsman or regulator that:
(a) any term which relates to the recovery of interest under the Standard Documentation applicable to a Loan and its Related Security is unfair; or
(b) the Standard Variable Rate or any other discretionary interest rate or margin payable under any Loan (subject to any applicable caps, discounts and fixed rates) may not be set by any successors or assigns of the Seller or those deriving title from it; or
(c) there has been any breach of or non-observance or non-compliance with any obligation, undertaking, covenant or condition on the part of the Seller relating to the interest payable by or applicable to a Borrower under any Loan, then, subject to the receipt by the Security Trustee of a certificate signed by two authorised signatories of the Servicer stating that such a determination has been made under paragraph (a), (b), or (c) above (which the Security Trustee shall be entitled to accept as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on all Secured Creditors), the Issuer will serve upon the Seller a notice in the form of the Loan Repurchase Notice substantially in the form set out in Schedule 6 (Loan Repurchase Notice) requiring the Seller to repurchase the relevant Loan and all other Loans under the relevant Mortgage Account and its Related Security in accordance with Clause 9.9 (but in the case of a determination in respect of paragraph (b) above, only if at any time on or after such determination, the Standard Variable Rate of the Seller (as applicable) or other discretionary interest rate or margin shall be below or shall fall below the standard variable rate of interest set by such successors or assigns or those deriving title from them)Supplemental Deed.
8.3 The Seller undertakes to the Issuer and the Security Trustee that (a) if its or (where the Seller does not have an independent rating) YBS's long-term, unsecured, unguaranteed and unsubordinated debt obligation rating falls below Baa3 by Moody's or the long-term issuer default rating of the Seller or (where the Seller does not have an independent rating) YBS falls below BBB- from Fitch (or (i) such other lower rating which is consistent with the then current rating methodology of the relevant Rating Agency or (ii) such other lower rating that the Cash Manager certifies in writing to the Note Trustee and the Security Trustee would have an adverse effect on the ratings of the Class A Notes or
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Sources: Pledge Agreement