Common use of Adverse Development Clause in Contracts

Adverse Development. Issuer shall deliver a written notice to Investor promptly, and in any event within 5 business days when becoming aware of the same, upon the occurrence of any of the following (each, an “Adverse Development”): (a) It is or will become unlawful for any Obligor to perform or comply with any of its payment or other material obligations under or in respect of this Note or any other Transaction Documents to which it is a party (other than the Restructuring Agreement); (i) Any financial indebtedness of Issuer Group is not paid when due or (as the case may be) within any originally applicable grace period; (ii) any such financial indebtedness becomes (or becomes capable of being declared) due and payable prior to its stated maturity otherwise than at the option of Obligor or (except by reason of an event of default, howsoever described, under the terms of the agreement governing such financial indebtedness) any person entitled to the payment of such indebtedness; or (iii) any amount payable by it under any guarantee of any financial indebtedness (including any indemnity of such indebtedness or any arrangement having a similar effect) of others given by any Obligor is not honored when due and called upon; provided, however, that the amount of indebtedness referred to in paragraphs (i) and/or (ii) above and/or the amount payable under any guarantee referred to in paragraph (iii) above individually or in the aggregate exceeds US$10,000,000 (or its equivalent in any other currency or currencies); (c) One or more final and non-appealable judgment(s) or order(s) for the payment of an amount in excess of US$10,000,000 (or its equivalent in any other currency or currencies), whether individually or in aggregate, is or are rendered against Issuer Group and continue(s) unsatisfied and unstayed for a period of 14 days after the date(s) thereof or, if later, the date therein specified for payment; or (d) One or more events that have or, in the reasonable opinion of Issuer, are expected to have, a Material Adverse Impact on (i) an Obligor’s ability to comply with its payment obligations under any Transaction Document, (ii) Issuer Group’s ability to carry on its business as it is being conducted at the time immediately preceding the event; or (iii) the value of the charged assets under the Target Securities Charge; or (iv) the rights of Investor under this Note; other than the transactions contemplated by Existing Indebtedness, Permitted Indebtedness, Share Purchase, A/B Exchange and other matters in connection with the Privatization, Merger and the Restructuring.

Adverse Development. Issuer shall deliver a written notice to Investor promptly, and in any event within 5 five business days when becoming aware of the same, upon the occurrence of any of the following (each, an “Adverse Development”): (a) It is or will become unlawful for any Obligor to perform or comply with any of its payment or other material obligations under or in respect of this Note or any other Transaction Documents to which it is a party (other than the Restructuring Agreement)party; (i) Any financial indebtedness of Issuer Target Group is not paid when due or (as the case may be) within any originally applicable grace period; (ii) any such financial indebtedness becomes (or becomes capable of being declared) due and payable prior to its stated maturity otherwise than at the option of Obligor or (except by reason of an event of default, howsoever described, under the terms of the agreement governing such financial indebtedness) any person entitled to the payment of such indebtedness; or (iii) any amount payable by it under any guarantee of any financial indebtedness (including any indemnity of such indebtedness or any arrangement having a similar effect) of others given by any Obligor is not honored when due and called upon; upon provided, however, that the amount of indebtedness referred to in paragraphs (i) and/or (ii) above and/or the amount payable under any guarantee referred to in paragraph (iii) above individually or in the aggregate exceeds US$10,000,000 (or its equivalent in any other currency or currencies); (c) One or more final and non-appealable judgment(s) or order(s) for the payment of an amount in excess of US$10,000,000 (or its equivalent in any other currency or currencies), whether individually or in aggregate, is or are rendered against Issuer Target Group and continue(s) unsatisfied and unstayed for a period of 14 days after the date(s) thereof or, if later, the date therein specified for payment; or (d) One or more events that have or, in the reasonable opinion of IssuerInvestor, are expected to have, a Material Adverse Impact material adverse impact on (i) an Obligor’s ability to comply with its payment obligations under any Transaction Document, (ii) Issuer Target Group’s ability to carry on its business as it is being conducted at the time immediately preceding the event; or (iii) the value of the charged assets under the Target Securities Share Charge and the Issuer Share Charge; or (iv) the rights of Investor under this Note; other than the transactions contemplated by Existing Indebtedness, Permitted Indebtedness, Share Purchase, A/B Exchange and other matters in connection with the Privatization, Merger and the Restructuring.