OR PROCEEDING FOR REVIEW AND (VII) LIENS SPECIFICALLY CONSENTED TO BY
LENDER IN WRITING.
6.5
EXISTENCE.
BORROWER WILL MAINTAIN ITS
CORPORATE EXISTENCE IN GOOD STANDING AND COMPLY WITH ALL LAWS AND REGULATIONS OF
THE UNITED KINGDOM OR POLITICAL SUBDIVISION THEREOF, OR OF ANY GOVERNMENTAL
AUTHORITY WHICH MAY HAVE JURISDICTION OVER IT OR ITS BUSINESS.
6.6
TAXES.
BORROWER WILL PAY ALL REAL AND
PERSONAL PROPERTY TAXES, ASSESSMENTS AND CHARGES AS WELL AS ALL FRANCHISE,
INCOME, UNEMPLOYMENT, OLD AGE BENEFIT, WITHHOLDING, SALES AND OTHER TAXES
ASSESSED AGAINST IT, OR PAYABLE BY IT AT SUCH TIMES AND IN SUCH MANNER AS TO
PREVENT ANY PENALTY FROM ACCRUING OR ANY LIEN OR CHARGE FROM ATTACHING TO ITS
PROPERTY (OTHER THAN PERMITTED LIENS), AND WILL FURNISH THE LENDER UPON REQUEST,
RECEIPTS, OR OTHER EVIDENCE THAT DEPOSITS OR PAYMENTS HAVE BEEN MADE.
6.7
DIVIDENDS.
BORROWER WILL PAY NO DIVIDENDS
EITHER IN CASH OR KIND ON ANY CLASS OF ITS CAPITAL STOCK NOR MAKE ANY
DISTRIBUTION ON ACCOUNT OF ITS STOCK, NOR REDEEM, PURCHASE OR OTHERWISE ACQUIRE
DIRECTLY OR INDIRECTLY ANY OF ITS STOCK.
6.8
LOANS.
BORROWER WILL NOT MAKE ANY LOANS OR
ADVANCES TO ANY INDIVIDUAL, FIRM OR CORPORATION, INCLUDING WITHOUT LIMITATION,
ITS OFFICERS AND EMPLOYEES; PROVIDED, HOWEVER, THAT BORROWER MAY MAKE ADVANCES
TO ITS EMPLOYEES, INCLUDING ITS OFFICERS, WITH RESPECT TO EXPENSES INCURRED BY
SUCH EMPLOYEES IN THE USUAL COURSE OF BORROWER'S BUSINESS WHEN SUCH EXPENSES ARE
REIMBURSABLE BY BORROWER.
6.9
SECURITIES.
BORROWER WILL NOT INVEST IN OR
PURCHASE ANY STOCK OR SECURITIES OR OTHER INSTRUMENT OF ANY INDIVIDUAL, FIRM OR
CORPORATION, OTHER THAN IN SHORT-TERM DEPOSITS, DIRECT OBLIGATIONS OF THE U.K.
OR U.S. OR OTHER SHORT-TERM INVESTMENTS MADE IN THE ORDINARY COURSE OF BUSINESS
AND CONSISTENT WITH PAST PRACTICES OF BORROWER.
6.10
MERGER.
EXCEPT WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THE ACQUISITION AGREEMENT, BORROWER WILL NOT, WITHOUT THE PRIOR
WRITTEN CONSENT OF LENDER, ENTER INTO ANY TRANSACTION INVOLVING: (A) THE SALE,
LICENSE, DISPOSITION OR ACQUISITION OF ALL OR A MATERIAL PORTION OF THE BUSINESS
OR ASSETS OF BORROWER OR ANY DIRECT OR INDIRECT SUBSIDIARY OR DIVISION OF
BORROWER; (B) THE ISSUANCE, GRANT, DISPOSITION OR ACQUISITION OF (X) ANY CAPITAL
STOCK OR OTHER EQUITY SECURITY OF BORROWER OR ANY DIRECT OR INDIRECT SUBSIDIARY
OF BORROWER, (Y) ANY OPTION, CALL WARRANT OR RIGHT TO ACQUIRE ANY CAPITAL STOCK
OR OTHER EQUITY SECURITY OF BORROWER OR ANY DIRECT OR INDIRECT SUBSIDIARY OF
BORROWER OR (Z) ANY SECURITY, INSTRUMENT OR OBLIGATION THAT IS OR MAY BECOME
CONVERTIBLE INTO OR EXCHANGEABLE FOR ANY CAPITAL STOCK OR OTHER EQUITY SECURITY
OF BORROWER OR ANY DIRECT OR INDIRECT SUBSIDIARY OF BORROWER; OR (C) ANY MERGER,
CONSOLIDATION, BUSINESS COMBINATION, SHARE EXCHANGE, REORGANIZATION OR SIMILAR
TRANSACTION INVOLVING BORROWER OR ANY DIRECT OR INDIRECT SUBSIDIARY OF BORROWER;
PROVIDED, HOWEVER, THAT BORROWER MAY ISSUE ITS STOCK TO ITS EMPLOYEES UPON THE
EXERCISE OF STOCK OPTIONS OUTSTANDING ON THE DATE HEREOF.
8
6.11
SALES.
BORROWER WILL NOT SELL OR DISPOSE OF ANY
OF ITS ASSETS EXCEPT FOR PERMITTED TRANSFERS.
6.12
GUARANTY.
BORROWER WILL NOT