MEMBER WILL
TAKE ANY ACTION WHICH WOULD CAUSE A SECURITY INTEREST TO:
(1)
CEASE TO HAVE PRIORITY WHICH IT PURPORTS TO
HAVE UNDER THE RELEVANT TRANSACTION DOCUMENTS; OR
(2)
BE INEFFECTIVE TO SECURE THE PAYMENT OF THE
MONEY OR COMPLIANCE WITH THE OBLIGATIONS WHICH IT PURPORTS TO SECURE.
9.4
ACQUISITION AND INVESTMENT UNDERTAKINGS
(A)
(SUBSIDIARIES AND ACQUISITIONS) NO GROUP
MEMBER WILL:
(1)
ACQUIRE SHARES IN ANY COMPANY OTHER THAN
ANOTHER OBLIGOR;
(2)
CREATE ANY SUBSIDIARY UNLESS THAT
SUBSIDIARY BECOMES AN OBLIGOR IN ACCORDANCE WITH THIS AGREEMENT; OR
(3)
ACQUIRE ANY ASSETS OTHER THAN IN THE
ORDINARY COURSE OF ORDINARY BUSINESS AND FREE FROM ANY SECURITY INTEREST OTHER
THAN THE PERMITTED SECURITY INTERESTS;
(B)
(JOINT VENTURES) NO GROUP MEMBER WILL ENTER
INTO ANY JOINT VENTURE, PARTNERSHIP OR SIMILAR ARRANGEMENT WITH ANY PERSON.
9.5
FINANCING ARRANGEMENT UNDERTAKINGS
(A)
(BORROWINGS) NO GROUP MEMBER WILL INCUR OR
PERMIT TO BE OUTSTANDING ANY FINANCIAL INDEBTEDNESS, OTHER THAN PERMITTED
FINANCIAL INDEBTEDNESS.
(B)
(GUARANTEES) NO GROUP MEMBER WILL GRANT OR
MAKE AVAILABLE ANY GUARANTEE, OTHER THAN ANY GUARANTEE CONTAINED IN ANY FINANCE
DOCUMENT.
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(C)
(FINANCIAL ACCOMMODATION) NO GROUP MEMBER
WILL MAKE ANY LOANS, GRANT ANY CREDIT OR MAKE AVAILABLE ANY OTHER FINANCIAL
ACCOMMODATION TO ANY PERSON OTHER THAN:
(1)
TO OBLIGORS; AND
(2)
IN THE ORDINARY COURSE OF ORDINARY
BUSINESS.
9.6
CONDUCT OF BUSINESS UNDERTAKINGS
(A)
(INSURANCE)
(1)
EACH GROUP MEMBER WILL EFFECT AND MAINTAIN
INSURANCES AT ITS OWN EXPENSE IN RELATION TO ALL ITS ASSETS AND RISKS OF AN
INSURABLE NATURE WITH INSURERS APPROVED BY THE LENDER WHICH:
(A)
PROVIDE COVER AGAINST ALL RISKS WHICH ARE
NORMALLY INSURED AGAINST BY OTHER COMPANIES OWNING OR POSSESSING SIMILAR ASSETS
OR CARRYING ON SIMILAR BUSINESSES;
(B)
ARE IN AMOUNTS WHICH WOULD IN THE
CIRCUMSTANCES BE PRUDENT FOR THOSE COMPANIES;
(C)
HAVE THE INTEREST OF THE LENDER AS MORTGAGEE
NOTED ON THE POLICIES; AND
and it will use all reasonable endeavours to prevent any acts, omissions or
events of default occurring which render or might render any policies of
insurance taken out by it void or voidable.
(2)
THE BORROWER WILL:
(A)
SUPPLY TO THE LENDER ON REQUEST COPIES OF EACH
POLICY OF INSURANCE REQUIRED TO BE MAINTAINED IN ACCORDANCE WITH
CLAUSE 9.6(A)(1) ("POLICIES"), TOGETHER WITH THE CURRENT PREMIUM RECEIPTS
RELATING TO THE POLICIES;
(B)
PROMPTLY NOTIFY THE LENDER OF ANY MATERIAL
CHANGE TO THE INSURANCE COVER OF EACH GROUP MEMBER; AND
(C)
PROMPTLY NOTIFY THE LENDER OF ANY MATERIAL
CLAIM UNDER ANY POLICY.
(B)
(INTELLECTUAL PROPERTY) EACH GROUP MEMBER
WILL:
(1)
ENSURE THAT IT LEGALLY AND BENEFICIALLY
OWNS OR HAS ALL NECESSARY CONSENTS TO USE AND, WHERE APPLICABLE, IS RECORDED AS
THE REGISTERED PROPRIETOR OF ALL THE INTELLECTUAL PROPERTY RIGHTS THAT IT
REQUIRES IN ORDER TO CONDUCT ITS BUSINESS;
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(2)
OBSERVE AND COMPLY WITH ALL OBLIGATIONS AND
LAWS APPLICABLE TO IT IN RELATION TO THE INTELLECTUAL PROPERTY WHERE FAILURE TO
DO SO WOULD BE LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT;
(3)
MAINTAIN AND PROTECT THE INTELLECTUAL
PROPERTY, INCLUDING MAINTAINING AND, WHERE REASONABLE, PURSUING