REGISTRATION
WHERE FAILURE TO DO SO WOULD BE LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT;
AND
(4)
NOTIFY THE LENDER AS SOON AS IT BECOMES
AWARE OF ANY INFRINGEMENT, ALLEGED INFRINGEMENT, CLAIMS OR PROCEEDINGS RELATING
TO THE INTELLECTUAL PROPERTY.
(C)
(TAXES) EACH GROUP MEMBER WILL PAY WHEN DUE
(OR WITHIN ANY APPLICABLE TIME LIMIT), ALL TAXES IMPOSED UPON IT OR ANY OF ITS
ASSETS, INCOME OR PROFITS ON ANY TRANSACTIONS UNDERTAKEN OR ENTERED INTO BY IT
EXCEPT IN RELATION TO ANY BONA FIDE TAX DISPUTE FOR WHICH PROPER PROVISION HAS
BEEN MADE IN ITS ACCOUNTS.
(D)
(ARM'S LENGTH TRANSACTIONS) NO GROUP MEMBER
WILL ENTER INTO ANY AGREEMENT OR ARRANGEMENT OTHER THAN ON AN ARM'S LENGTH BASIS
AND IN THE NORMAL COURSE OF TRADING.
9.7
ENVIRONMENTAL UNDERTAKINGS
EACH GROUP MEMBER WILL:
(A)
COMPLY WITH ALL ENVIRONMENTAL APPROVALS AND
ENVIRONMENTAL LAWS APPLICABLE TO IT;
(B)
OBTAIN AND MAINTAIN ALL ENVIRONMENTAL
APPROVALS APPLICABLE TO IT;
(C)
PROMPTLY UPON RECEIPT OF THE SAME NOTIFY
THE LENDER OF ANY CLAIM, NOTICE OR OTHER COMMUNICATION SERVED ON IT IN RELATION
TO ANY ENVIRONMENTAL LAW OR ENVIRONMENTAL APPROVAL APPLICABLE TO IT OR IF IT
BECOMES AWARE OF ANY ACTUAL OR PROSPECTIVE MATERIAL VARIATION TO ANY
ENVIRONMENTAL LAW OR ENVIRONMENTAL APPROVAL;
(D)
PROMPTLY NOTIFY THE LENDER OF ANY MATERIAL
INVESTMENT REQUIRED TO BE MADE BY ANY OBLIGOR TO MAINTAIN, ACQUIRE, RENEW,
MODIFY, AMEND, SURRENDER OR REVOKE ANY ENVIRONMENTAL APPROVAL OR IF IT OTHERWISE
BECOMES AWARE OF SUCH A MATERIAL REQUIREMENT; AND
(E)
NOT PROVIDE ANY MATERIAL WARRANTY,
INDEMNITY OR OTHER CONTRACTUAL PROTECTION IN RELATION TO THE SALE OR DISPOSAL OF
ANY INTEREST IN REAL PROPERTY WHICH PROTECTION RELATES TO POTENTIAL OR ACTUAL
LIABILITY UNDER ENVIRONMENTAL LAW.
20
9.8
TRANSACTION DOCUMENT
No Group Member will agree to any amendment of any term of, or waiver under, any
Transaction Document which could adversely affect the interests of the Lender
under the Finance Documents.
9.9
SHARE CAPITAL, DIVIDEND
(A)
(SHARE ISSUES) NO GROUP MEMBER OTHER THAN
THE BORROWER WILL ALLOT OR ISSUE ANY SHARES OR RELEVANT SECURITIES (AS DEFINED
IN SECTION 92 OF THE CORPORATIONS ACT) OTHER THAN IN FAVOUR OF AN OBLIGOR.
(B)
(REDEMPTION AND ACQUISITION OF OWN SHARES)
NO GROUP MEMBER WILL DIRECTLY OR INDIRECTLY REDEEM, PURCHASE, RETIRE OR
OTHERWISE ACQUIRE ANY SHARES OR WARRANTS ISSUED BY IT OR OTHERWISE REDUCE ITS
CAPITAL, OTHER THAN IN FAVOUR OF AN OBLIGOR.
(C)
(RESTRICTION ON PAYMENT OF DIVIDENDS)
(1)
NO GROUP MEMBER WILL DECLARE OR PAY,
DIRECTLY OR INDIRECTLY, ANY DIVIDEND OR MAKE ANY OTHER DISTRIBUTION OR PAY ANY
INTEREST OR OTHER AMOUNTS, WHETHER IN CASH OR OTHERWISE, ON OR IN RESPECT OF ITS
SHARE CAPITAL OR ANY CLASS OF ITS SHARE CAPITAL (DISTRIBUTION) UNLESS:
(A)
THE DISTRIBUTION IS MADE FROM EXCESS CASHFLOW;
(B)
THE RATIO OF EBITDA TO DEBT SERVICE FOR THE
TESTING DATE IMMEDIATELY PRECEDING THE DATE OF THE DISTRIBUTION IS GREATER THAN
1.5:1; AND
(C)
THE DISTRIBUTION IS MADE AFTER 30 JUNE 2008.
(2)
IN THIS CLAUSE, 'DEBT SERVICE', 'EBITDA'
AND 'TESTING DATE' (AND ITS CONSTITUENT