THE COMPANY SHALL NOT DECLINE TO
REGISTER, OR SUSPEND THE REGISTRATION OF, ANY TRANSFER OF ANY SHARES WHERE SUCH
TRANSFER IS EXECUTED (WHETHER AS TRANSFEROR OR TRANSFEREE) BY ANY BANK OR
FINANCIAL INSTITUTION HOLDING ANY SECURITY OVER SUCH SHARES, OR BY ANY NOMINEE
OF SUCH BANK OR FINANCIAL INSTITUTION;
5.7.2
THAT ANY BANK OR OTHER INSTITUTION (INCLUDING ANY
AGENT OR TRUSTEE ON BEHALF OF SUCH BANK OR OTHER INSTITUTION) HOLDING ANY
SECURITY OVER ANY SHARES HAVE BEEN CHARGED BY WAY OF SECURITY FROM TIME TO TIME,
SHALL HAVE A FIRST FIXED CHARGE OVER SUCH SHARES, RANKING IN PRIORITY OVER ANY
LIEN EXPRESSED TO BE CREATED UNDER THE ARTICLES OF ASSOCIATION OF THE COMPANY
(WHICH SHALL IN ALL RESPECTS BE SUBJECT TO SUCH FIRST FIXED CHARGE) WHETHER THE
PERIOD FOR THE PAYMENT, FULFILMENT OR DISCHARGE OF THE RELEVANT SECURED DEBT
SHALL HAVE ACTUALLY ARRIVED OR NOT, AND, REGARDLESS OF WHEN SUCH CHARGE AND SUCH
SECURITY WAS CREATED;
5.7.3
THAT ANY BANK OR OTHER INSTITUTION (INCLUDING ANY
AGENT OR TRUSTEE ON BEHALF OF SUCH BANK OR OTHER INSTITUTION) HOLDING ANY
SECURITY OVER ANY SHARES, SHALL NOT BE REQUIRED TO PROVIDE ANY OTHER EVIDENCE TO
PROVE ITS TITLE TO THOSE SHARES APART FROM THE CERTIFICATES OF THE SHARES,
BUT SHALL NOT, UNLESS THE ADMINISTRATIVE AGENT SHALL OTHERWISE HAVE GIVEN ITS
PRIOR CONSENT IN WRITING, CAUSE, PROCURE OR ALLOW ANY OTHER AMENDMENTS OR
VARIATIONS TO BE MADE TO THE MEMORANDUM OF ASSOCIATION OR ARTICLES OF
ASSOCIATION OF THE COMPANY WHICH MAY HAVE THE EFFECT OF SUPERSEDING, REVOKING OR
OTHERWISE NEGATING THE ABOVEMENTIONED AMENDMENTS.
5.8
CHANGE OF NAME OR CORPORATE STRUCTURE
5.8.1
THE CHARGOR SHALL NOT:
(I)
CHANGE ITS NAME OR CORPORATE STRUCTURE;
(II)
CHANGE ITS LOCATION (DETERMINED AS PROVIDED IN UCC
SECTION 9-307); OR
(III)
BECOME BOUND, AS PROVIDED IN UCC SECTION 9-203(D), BY
A SECURITY AGREEMENT ENTERED INTO BY ANOTHER PERSON AS LIEN GRANTOR,
UNLESS IT SHALL HAVE GIVEN THE ADMINISTRATIVE AGENT PRIOR NOTICE THEREOF AND
DELIVERED A CERTIFICATE OF A FINANCIAL OFFICER WITH RESPECT THERETO IN
ACCORDANCE WITH CLAUSE 5.8.2.
5.8.2
AT LEAST 30 DAYS BEFORE IT TAKES ANY ACTION
CONTEMPLATED BY CLAUSE 5.8.1, THE CHARGOR WILL, AT THE BORROWER'S EXPENSE, CAUSE
TO BE DELIVERED TO THE ADMINISTRATIVE AGENT A CERTIFICATE OF A FINANCIAL
OFFICER, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT, TO THE EFFECT THAT:
(I)
ALL FINANCING STATEMENTS AND AMENDMENTS OR
SUPPLEMENTS THERETO, CONTINUATION STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE
FILED OR RECORDED IN ORDER TO PERFECT AND PROTECT THE TRANSACTION LIENS AGAINST
ALL CREDITORS OF AND PURCHASERS FROM THE CHARGOR AFTER IT TAKES SUCH ACTION
(EXCEPT ANY CONTINUATION STATEMENTS SPECIFIED IN SUCH CERTIFICATE THAT ARE TO BE
FILED MORE THAN SIX MONTHS AFTER THE DATE THEREOF) HAVE BEEN FILED OR RECORDED
IN EACH OFFICE NECESSARY FOR SUCH PURPOSE;
8
(II)
ALL FEES AND TAXES, IF ANY, PAYABLE IN CONNECTION
WITH SUCH FILINGS OR RECORDATIONS HAVE BEEN PAID IN FULL; AND
(III)
EXCEPT AS OTHERWISE AGREED BY THE REQUIRED LENDERS,
SUCH ACTION WILL NOT ADVERSELY