REQUIRED UNDER
ANY APPLICABLE LAW OR REGULATION:
(1)
TO ENABLE IT TO PERFORM ITS OBLIGATIONS
UNDER EACH TRANSACTION DOCUMENT TO WHICH IT IS EXPRESSED TO BE A PARTY; AND
(2)
FOR THE VALIDITY, ENFORCEABILITY OR
ADMISSIBILITY IN EVIDENCE OF EACH SUCH TRANSACTION DOCUMENT.
(B)
(MAINTENANCE OF STATUS AND AUTHORISATION)
EACH GROUP MEMBER WILL:
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(1)
DO ALL THINGS NECESSARY TO MAINTAIN ITS
CORPORATE EXISTENCE;
(2)
OBTAIN AND MAINTAIN IN FULL FORCE AND
EFFECT ALL CONSENTS, AUTHORISATIONS AND FILINGS REQUIRED FOR THE CONDUCT OF ITS
BUSINESS; AND
(3)
COMPLY WITH ALL LAWS AND REGULATIONS
APPLICABLE TO IT.
(C)
(AMALGAMATIONS) NO GROUP MEMBER WILL
AMALGAMATE, MERGE OR CONSOLIDATE WITH OR INTO ANY OTHER PERSON OR BE THE SUBJECT
OF ANY RECONSTRUCTION OTHER THAN ANY SOLVENT REORGANISATION APPROVED BY THE
LENDER.
(D)
(CHANGE OF BUSINESS) NO GROUP MEMBER WILL
CHANGE THE NATURE OF ITS BUSINESS OR CARRY ON ANY OTHER BUSINESS, IN EITHER CASE
IN ANY WAY WHICH IS SUBSTANTIALLY DIFFERENT TO ITS CORE BUSINESS.
(E)
(CONSTITUTIONAL DOCUMENTS) NO GROUP MEMBER
WILL AGREE TO ANY AMENDMENT OF ITS CONSTITUTIONAL DOCUMENTS WHICH WOULD
ADVERSELY AFFECT THE INTERESTS OF THE LENDER UNDER THE FINANCE DOCUMENTS.
9.3
DISPOSALS AND SECURITY UNDERTAKINGS
(A)
(DISPOSALS) NO GROUP MEMBER WILL (WHETHER
BY A SINGLE TRANSACTION OR A SERIES OF RELATED OR UNRELATED TRANSACTIONS AND
WHETHER AT THE SAME TIME OR OVER A PERIOD OF TIME) SELL, TRANSFER, LICENSE,
LEASE OUT OR OTHERWISE DISPOSE OF ANY OF ITS SECURITY PROPERTY, EXCEPT
(1)
AN ASSET WHICH IS SUBJECT TO A FLOATING
CHARGE UNDER A SECURITY AND IN, AND ONLY IN, THE ORDINARY COURSE OF ORDINARY
BUSINESS;
(2)
AN ASSET (OTHER THAN REAL PROPERTY OR AN
INTEREST IN REAL PROPERTY OR ANY OTHER ASSET THE SUBJECT OF A FIXED CHARGE UNDER
A SECURITY) WHICH IS REPLACED BY ONE OR MORE ASSETS HAVING SIMILAR FUNCTION AND
OF COMPARABLE OR SUPERIOR TYPE, VALUE AND QUALITY
(3)
ANY ASSETS OF WHICH THE TOTAL VALUE DOES
NOT EXCEED $100,000 IN ANY FINANCIAL YEAR (EXCLUDING DISPOSALS OTHERWISE
PERMITTED UNDER THIS CLAUSE); OR
(4)
A SALE OF THE MOTOR VEHICLE FLEET OWNED BY
THE GROUP, PROVIDED THAT:
(A)
THE MOTOR VEHICLE FLEET IS LEASED BACK TO A
GROUP MEMBER SIMULTANEOUSLY WITH, OR IMMEDIATELY AFTER, THE SALE OF THE MOTOR
VEHICLE FLEET AND THE MOTOR VEHICLE FLEET IS AVAILABLE FOR USE BY THE GROUP IN
THE OPERATION OF THEIR BUSINESS;
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(B)
THE PROCEEDS OF THE SALE ARE IN EXCESS OF 80%
OF THE NET BOOK VALUE OF THE ASSETS SOLD;
(C)
THE TERMS AND CONDITIONS OF THE LEASES TO BE
ENTERED INTO BY A GROUP MEMBER IN RESPECT OF THE MOTOR VEHICLE FLEET ARE
ACCEPTABLE TO THE LENDER; AND
(D)
THE PROCEEDS OF THE SALE ARE USED TO PREPAY
THE PRINCIPAL OUTSTANDING UNDER TRANCHE A IN ACCORDANCE WITH CLAUSE 5.5.
(B)
(NEGATIVE PLEDGE) NO GROUP MEMBER WILL
CREATE OR AGREE TO CREATE OR PERMIT TO SUBSIST ANY SECURITY INTEREST OVER ANY
PART OF ITS ASSETS, OTHER THAN ANY PERMITTED SECURITY INTEREST.
(C)
(SECURITY INTEREST) NO GROUP