execute foreign currency
exchange or swap Hedging Agreements with the Original Lenders for such currency
on terms and conditions reasonably acceptable to the COFACE Agent.
21.12
TAXATION
(A)
EACH OBLIGOR SHALL (AND THE BORROWER SHALL
ENSURE THAT EACH MEMBER OF THE GROUP WILL) PAY AND DISCHARGE ALL TAXES IMPOSED
UPON IT OR ITS ASSETS WITHIN THE TIME PERIOD ALLOWED WITHOUT INCURRING PENALTIES
UNLESS AND ONLY TO THE EXTENT THAT:
(I)
SUCH PAYMENT IS BEING CONTESTED IN GOOD
FAITH;
(II)
ADEQUATE RESERVES ARE BEING MAINTAINED FOR
THOSE TAXES AND THE COSTS REQUIRED TO CONTEST THEM WHICH HAVE BEEN DISCLOSED IN
ITS LATEST FINANCIAL STATEMENTS DELIVERED TO THE COFACE AGENT UNDER CLAUSE 19
(INFORMATION UNDERTAKINGS); AND
(III)
SUCH PAYMENT CAN BE LAWFULLY WITHHELD AND
FAILURE TO PAY THOSE TAXES DOES NOT HAVE OR IS NOT REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT.
(B)
NO OBLIGOR MAY CHANGE ITS RESIDENCE FOR TAX
PURPOSES.
21.13
PRESERVATION OF ASSETS
The Borrower shall (and shall ensure that each member of the Group will)
maintain in good working order and condition (ordinary wear and tear excepted)
all of its assets necessary in the conduct of its business.
21.14
PARI PASSU RANKING
The Borrower shall (and shall ensure that each Obligor will):
(A)
PROCURE THAT ITS OBLIGATIONS UNDER THE
FINANCE DOCUMENTS TO WHICH IT IS A PARTY DO AND WILL RANK AT LEAST PARI PASSU
WITH ALL ITS OTHER PRESENT AND FUTURE UNSECURED, UNSUBORDINATED OBLIGATIONS,
SAVE FOR OBLIGATIONS PREFERRED BY OPERATION OF APPLICABLE LAW; AND
(B)
ENSURE THAT AT ALL TIMES THE CLAIMS OF EACH
FINANCE PARTY AGAINST IT UNDER THE FINANCE DOCUMENTS TO WHICH IT IS A PARTY RANK
AT LEAST PARI PASSU WITH THE
114
CLAIMS OF ALL ITS UNSECURED CREDITORS SAVE THOSE WHOSE CLAIMS ARE PREFERRED BY
ANY BANKRUPTCY, INSOLVENCY, LIQUIDATION OR SIMILAR APPLICABLE LAWS OF GENERAL
APPLICATION.
21.15
INTELLECTUAL PROPERTY
The Borrower shall (and shall ensure that each member of the Group will):
(A)
PRESERVE AND MAINTAIN THE SUBSISTENCE AND
VALIDITY OF THE INTELLECTUAL PROPERTY NECESSARY FOR THE BUSINESS OF THE RELEVANT
GROUP MEMBER;
(B)
USE REASONABLE ENDEAVOURS TO PREVENT ANY
INFRINGEMENT IN ANY MATERIAL RESPECT OF THE INTELLECTUAL PROPERTY;
(C)
MAKE REGISTRATIONS AND PAY ALL REGISTRATION
FEES AND TAXES NECESSARY TO MAINTAIN THE INTELLECTUAL PROPERTY IN FULL FORCE AND
EFFECT AND RECORD ITS INTEREST IN THAT INTELLECTUAL PROPERTY;
(D)
NOT USE OR PERMIT THE INTELLECTUAL PROPERTY
TO BE USED IN A WAY OR TAKE ANY STEP OR OMIT TO TAKE ANY STEP IN RESPECT OF THAT
INTELLECTUAL PROPERTY WHICH MAY MATERIALLY AND ADVERSELY AFFECT THE EXISTENCE OR
VALUE OF THE INTELLECTUAL PROPERTY OR IMPERIL THE RIGHT OF ANY MEMBER OF THE
GROUP TO USE SUCH PROPERTY; AND
(E)
NOT DISCONTINUE THE USE OF THE INTELLECTUAL
PROPERTY,
where failure to do so, in the case of paragraphs (a) and (b) above, or, in the
case paragraphs (d) and (e) above, such use, permission to use, omission or
discontinuation, is reasonably likely to have a Material Adverse Effect.
21.16
ACCESS
If a Default