the
prior written consent of the Collateral Agent:
(A)
CREATE OR PERMIT TO SUBSIST ANY SECURITY
INTEREST ON ANY SECURITY ASSET EXCEPT A PERMITTED LIEN;
(B)
SELL, TRANSFER, LEASE, LEND OR OTHERWISE
DISPOSE OF (WHETHER BY A SINGLE TRANSACTION OR A NUMBER OF TRANSACTIONS AND
WHETHER RELATED OR NOT) THE WHOLE OR ANY PART OF ITS INTEREST IN ANY SECURITY
ASSET EXCEPT FOR A PERMITTED DISPOSAL OR AS IN ACCORDANCE WITH THE LOAN
DOCUMENTS.
11.2
SECURITY ASSETS GENERALLY
Each Charging Company shall:
(A)
PERMIT THE COLLATERAL AGENT (OR ITS
DESIGNATED REPRESENTATIVES), ON REASONABLE WRITTEN NOTICE:
(I)
(AND UPON REASONABLE REQUEST), ACCESS
DURING NORMAL OFFICE HOURS TO THE ACCOUNTING RECORDS OF SUCH CHARGING COMPANY
AND TO ANY DOCUMENTS AND RECORDS RELATING TO THE SECURITY ASSETS; AND
12
(II)
TO INSPECT, TAKE EXTRACTS FROM, AND MAKE
PHOTOCOPIES OF, THE SAME,
AND TO PROVIDE (AT THE EXPENSE OF SUCH CHARGING COMPANY), SUCH CLERICAL AND
OTHER ASSISTANCE WHICH THE COLLATERAL AGENT MAY REASONABLY REQUIRE TO DO THIS;
(B)
NOTIFY THE COLLATERAL AGENT WITHIN 14 DAYS
OF RECEIPT OF EVERY MATERIAL NOTICE, ORDER, APPLICATION, REQUIREMENT OR PROPOSAL
GIVEN OR MADE IN RELATION TO THE SECURITY ASSETS BY ANY COMPETENT AUTHORITY, AND
(IF REQUIRED BY THE COLLATERAL AGENT) IMMEDIATELY PROVIDE IT WITH A COPY OF THE
SAME AND EITHER (A) COMPLY WITH SUCH NOTICE, ORDER, APPLICATION, REQUIREMENT OR
PROPOSAL OR (B) MAKE SUCH OBJECTIONS TO THE SAME AS THE COLLATERAL AGENT MAY
REQUIRE OR APPROVE IN ITS PERMITTED DISCRETION;
(C)
COMPLY IN ALL MATERIAL RESPECTS WITH ALL
OBLIGATIONS IN RELATION TO THE SECURITY ASSETS UNDER ANY PRESENT OR FUTURE LAW,
REGULATION, ORDER OR INSTRUMENT OR UNDER ANY BYE-LAWS, REGULATIONS OR
REQUIREMENTS OF ANY COMPETENT AUTHORITY OR OTHER APPROVALS, LICENCES OR
CONSENTS, EXCEPT WHERE FAILURE TO COMPLY WOULD NOT REASONABLY BE EXPECTED TO
RESULT IN, EITHER INDIVIDUALLY OR IN AGGREGATE, A MATERIAL ADVERSE EFFECT;
(D)
COMPLY WITH ALL MATERIAL COVENANTS AND
OBLIGATIONS AFFECTING THE SECURITY ASSETS (OR THEIR MANNER OF USE), EXCEPT WHERE
FAILURE TO COMPLY WOULD NOT REASONABLY BE EXPECTED TO RESULT IN, EITHER
INDIVIDUALLY OR IN AGGREGATE, A MATERIAL ADVERSE EFFECT;
(E)
NOT, EXCEPT WITH THE PRIOR WRITTEN CONSENT
OF THE COLLATERAL AGENT (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR
DELAYED), ENTER INTO ANY ONEROUS OR RESTRICTIVE OBLIGATION AFFECTING ANY
SECURITY ASSET SAVE AS PERMITTED IN THE REVOLVING FACILITY AGREEMENT;
(F)
UNLESS THE COLLATERAL AGENT OTHERWISE
CONFIRMS IN WRITING AND WITHOUT PREJUDICE TO CLAUSE 11.7(A), DEPOSIT WITH THE
COLLATERAL AGENT ALL TITLE DEEDS AND DOCUMENTS OF TITLE RELATING TO THE SECURITY
ASSETS (EACH OF WHICH THE COLLATERAL AGENT MAY HOLD THROUGHOUT THE SECURITY
PERIOD);
(G)
PROVIDE THE COLLATERAL AGENT WITH ALL
INFORMATION WHICH IT MAY REASONABLY REQUEST IN RELATION TO THE SECURITY ASSETS;
(H)
NOT DO, CAUSE OR PERMIT TO BE DONE ANYTHING
WHICH MAY IN ANY WAY DEPRECIATE, JEOPARDISE OR OTHERWISE PREJUDICE ANY MATERIAL
PORTION OF THE SECURITY ASSETS (OR MAKE ANY OMISSION WHICH HAS SUCH AN EFFECT).
11.3
PROPERTY MATTERS
(A)
EACH CHARGING COMPANY SHALL:
(I)
MAINTAIN ALL BUILDINGS AND ERECTIONS