Assignor’s General Obligations. (a) The Assignor shall at all times keep an amount of no less than the Minimum Cash Amount deposited in the Bank Account pursuant to and in accordance with the relevant Transaction Documents.
(b) The Assignor shall promptly execute and deliver at its own expense all further instruments and documents, and take all further action, that the Agent may request, in order to (i) perfect, protect, maintain and enforce the Assignment, (ii) facilitate the exercise of the Agent’s Collateral Rights.
(c) Except with the prior written consent of the Agent or unless permitted otherwise under the Transaction Documents, the Assignor shall not:
(i) do, or permit to be done, anything which would prejudice the priority, ranking, legality, validity or enforceability of the Assignment;
(ii) create, or agree to create or permit to subsist in favour of any person (other than the Agent) any Security over the Account Balances; or
(iii) take, or permit to be taken, any other action with respect to the Account Balances that would adversely affect any rights of the Agent under the Assignment
(d) The Assignor shall, at its own expense:
(i) maintain the Bank Account in full force and effect with the Account Bank for as long as required pursuant to the Transaction Documents and, in any event, for so long as any Senior Secured Convertible Notes remain outstanding;
(ii) at all times during this Agreement take all legal and other actions which are necessary to safeguard the Agent’s rights and interests in respect of the Account Balances; and
(iii) execute, file, deliver or provide to the Agent at any time and from time to time, at its own expense, any and all documents and information requested by the Agent (including, without limitation, correct and complete accounts statements in respect of the Bank Account) that are necessary or useful for the purpose of this Agreement (including to validly create and to fully preserve and protect the security interest of the Agent in and to the Account Balances under this Agreement and to enable the Agent to exercise and enforce any of its rights and remedies under this Agreement).
(e) The undertakings and covenants of the Assignor in this Clause 2.3 shall be in addition to and not in lieu of the undertakings and covenants of the Assignor in any other Transaction Document.
Assignor’s General Obligations. (a) The Assignor shall promptly execute and deliver at its own expense all further instruments and documents, and take all further action, that the Assignee may request if necessary to perfect, protect, maintain and/or enforce the Security created or expressed to be created under this Agreement.
(b) Except with the Assignee's prior written consent or unless expressly permitted otherwise under the Convertible Loan Agreement, the Assignor shall not:
(i) do, or permit to be done, anything which would prejudice the priority, ranking or legality, validity and enforceability of the Security created or expressed to be created pursuant to this Agreement;
(ii) enter into any legal instrument relating to, or grant any Security over, or dispose of, or assign the Assigned Claims; or
(iii) take any other action with respect to the Assigned Claims that would jeopardise any rights of the Assignee under the Assignment, or would jeopardise the Enforcement or the value of the Assigned Claims.
(c) The Assignor shall promptly notify the Assignee of any occurrence which is likely to prejudice the Security created over the Assigned Claims in order to allow the Assignee to effectively ensure that the value and validity of the Security interest created in accordance with this Agreement is perfected and maintained.
(d) The Assignor shall at all times during this Agreement take all legal and other actions which are reasonably necessary to safeguard all of its or the Assignee's rights under or in respect of the Assigned Claims and shall further, at its own cost, upon reasonable request by the Assignee, furnish the Assignee with all information, records and documents that are required for the purpose of securing, perfecting or otherwise implementing and/or enforcing this Agreement.
