definiens: shall have themeaning given in Chapter 11 of the Listing Rules but as if the percentage referred to in the definition of therein was ( i ) prior to any Change of Control, 5 percent and ( ii ) following a Change of Control, to anyshareholding ; ( l ) save in the circumstances described in Clause 3.3(e ), it will not enter into any single transaction or series oftransactions ( whether related or not ) and whether voluntary or involuntary to sell, lease, transfer or otherwise disposeof any interest in the Secured Assets or other Relevant Assets save as part of the sale of the whole or substantially thewhole of the Group ’s or VDL ’s business and assets to be a single Satisfactory Purchaser ; ( m ) ( in respect of VDL only ) immediately on discharge of the Secured Obligations ( under and as defined in the ExistingFloating Charge ) it will procure that the Existing Floating Charge is released and will file a form 403a in respect of thatrelease of the Companies Registry no later than the Business Day following such release ; ( n ) ( in respect of VDL only ) it will use the proceeds of an Advance in accordance with the terms of this Agreement only ; ( o ) not to substantially change the general nature of its business ; ( p ) obtain, comply with and do all that is necessary to maintain in full force and effect any authorisation required underany law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the FinanceDocuments and- 16 - CONFORMED COPY to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of anyFinance Document ; ( q ) shall comply in all respects with all laws to which it may be subject, if failure to so comply would impair its ability toperform its obligations under the Finance Documents ; ( r ) ( in respect of VDL only):(i ) promptly do all such acts or execute all such documents ( including assignments, transfers, mortgages, charges, notices and instructions ) as [COMPANY] may reasonably specify ( and in such form as [COMPANY] may reasonably specify ) toperfect the security created or intended to be created under or evidenced by the Security Agreement ( which mayinclude the execution of a mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of the Security Agreement ) or for the exercise of any rights, powers andremedies of [COMPANY] provided by or pursuant to the Finance Documents or by law ; ( ii ) subject to the terms hereof and of the Security Agreement, and following an Event of Default and during thecontinuance thereof to facilitate the realisation of the assets which are, or are intended to be, the subject of theSecurity Agreement ; ( iii ) take all such action as is available to it ( including making all filings and registrations ) as may be necessary forthe purpose of the creation, perfection, protection or maintenance of any security conferred or intended to beconferred on [COMPANY] by or pursuant to the Finance Documents;(s ) shall ensure that at all times any unsecured and unsubordinated claims of [COMPANY] against it under the FinanceDocuments rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except thosecreditors whose claims are mandatorily preferred by laws of general application to companies ; ( t ) it will not default under any agreement to which it is a party or which is binding on it or any of its assets where thenature and consequences of such default are reasonably likely to have a material adverse effect on its business, financial condition, assets or its ability to perform its obligations under the Finance Documents ; ( u ) promptly upon becoming aware of the same, it shall notify [COMPANY] of all litigation, arbitration or proceedings takingplace, pending or threatened in writing against it or any of its assets which is reasonably likely to be adverselydetermined against it and which if so adversely determined would have a material adverse effect on its ability toperform its obligations under the Transaction Documents or its assets, financial condition or prospects ; ( v ) it will not dispose of any asset or make any acquisition on terms which are not arm ’s length or better for it except withrespect to one or more such transactions which taken as a whole are not material in the context of the Parent or VDL ( asapplicable ) ; ( w ) it will not enter into any derivative transaction except for the purposes of hedging interest rate and currency rateexposures incurred under the Finance Documents or its- 17 - CONFORMED COPY ordinary course of trading and in any event will not enter into any derivative transaction for speculative purposes