disposed of,
provided that any Flextech Disposal shall not give rise to any adjustments.
84
18.
POSITIVE UNDERTAKINGS
18.1
APPLICATION OF ADVANCES
TCN shall ensure that the proceeds of each Advance made under this Agreement are
applied exclusively for the applicable purposes specified in Clause 2.2
(Purpose).
18.2
FINANCIAL ASSISTANCE AND FRAUDULENT CONVEYANCE
Each Obligor shall (and TCN shall procure that each member of the TCN Group
shall) ensure that its execution of the Finance Documents to which it is a party
and the performance of its obligations thereunder does not contravene any
applicable local laws and regulations concerning fraudulent conveyance,
financial assistance by a company for the acquisition of or subscription for its
own shares or the shares of its parent or any other company or concerning the
protection of shareholders' capital.
18.3
NECESSARY AUTHORISATIONS
Each Obligor shall (and TCN shall procure that each member of the TCN Group
shall):
(A)
OBTAIN, COMPLY WITH AND DO ALL THAT IS NECESSARY TO MAINTAIN IN
FULL FORCE AND EFFECT ALL NECESSARY AUTHORISATIONS, EXCEPT WHERE A FAILURE TO DO
SO COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND
(B)
PROMPTLY UPON REQUEST OF THE FACILITY AGENT, SUPPLY CERTIFIED
COPIES TO THE FACILITY AGENT OF ANY SUCH NECESSARY AUTHORISATIONS SO REQUESTED.
18.4
COMPLIANCE WITH APPLICABLE LAWS
Each Obligor shall (and TCN shall procure that each member of the TCN Group
shall) comply with all applicable laws to which it is subject in respect of the
conduct of its business and the ownership of its assets (including, without
limitation, all Statutory Requirements), in each case, where a failure so to
comply could reasonably be expected to have a Material Adverse Effect.
18.5
INSURANCE
(A)
EACH OBLIGOR SHALL (AND TCN SHALL PROCURE THAT EACH MEMBER OF THE
TCN GROUP SHALL) EFFECT AND MAINTAIN INSURANCES ON AND IN RELATION TO ITS
BUSINESS AND ASSETS AGAINST SUCH RISKS AND TO SUCH EXTENT AS IS NECESSARY OR
USUAL FOR PRUDENT COMPANIES CARRYING ON A BUSINESS SUCH AS THAT CARRIED ON BY
SUCH OBLIGOR OR MEMBER OF THE TCN GROUP WITH A REPUTABLE UNDERWRITER OR
INSURANCE COMPANY EXCEPT TO THE EXTENT DISCLOSED IN THE GROUP'S PUBLIC
DISCLOSURE DOCUMENTS OR TO THE EXTENT THAT THE FAILURE TO SO INSURE COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
TCN SHALL (UPON THE REASONABLE REQUEST OF THE FACILITY AGENT)
SUPPLY THE FACILITY AGENT WITH COPIES OF ALL SUCH INSURANCE POLICIES OR
CERTIFICATES OF INSURANCE IN RESPECT THEREOF OR (IN THE ABSENCE OF THE SAME)
SUCH OTHER EVIDENCE OF THE EXISTENCE OF SUCH POLICIES AS MAY BE REASONABLY
ACCEPTABLE TO THE FACILITY AGENT.
18.6
INTELLECTUAL PROPERTY
Each Obligor shall (and TCN shall procure that each member of the TCN Group
shall):
(A)
TAKE ALL NECESSARY ACTION TO SAFEGUARD AND MAINTAIN ITS RIGHTS,
PRESENT AND FUTURE, IN OR RELATING TO ALL INTELLECTUAL PROPERTY RIGHTS OWNED,
USED OR EXPLOITED BY IT AND WHICH ARE MATERIAL TO THE BUSINESS OF THE TCN GROUP
(INCLUDING, WITHOUT LIMITATION, PAYING