Common use of Covenants and Undertakings Clause in Contracts

Covenants and Undertakings. The Customer hereby irrevocably and unconditionally covenants and undertakes as follows: (a) it shall promptly, after the occurrence thereof, give notice to the Bank of any Event of Default or event which with the passing of time or the giving of notice, or both, would constitute an Event of Default, including the nature thereof and the steps being taken by the Customer to remedy or mitigate the effect of the Event of Default; (b) it will not use any Account or carry out any Investments or Transactions for the purposes of money laundering, terrorist financing, drug trafficking or other illegal purposes or from funds/assets being proceeds of a predicate offence or obtained from other illicit, criminal or illegal activities, whether in Hong Kong or elsewhere; (c) it shall forward to the Bank such information or documents that the Bank may require from time to time, including but not limited to (where the Customer is a corporation) a copy of its audited financial statements immediately after they are issued but in any event within 5 months after the close of each of the Customer’s financial year; (d) it further undertakes to notify the Bank immediately in the event that any order or warrant is issued against the Customer or any of its assets or (where the Customer is a trustee of the Trust) any of the assets of the Trust under the applicable AML/CFT laws and regulations; (e) it shall obtain all the requisite regulatory and governmental approvals (if any) in connection with each Agreement, deliver a copy of the same to the Bank, including without limitation, the requisite exchange controls approvals to purchase foreign currencies to make a payment in respect of the Facilities or Indebtedness (if such approvals are required); (f) it shall notify the Bank forthwith in writing of any changes in the information supplied in or in connection with the Agreement (including without limitation, information relating to itself or any Authorised Persons, and any change of address or of any appointment or revocation of the authority of any Authorised Persons); (g) it shall notify the bank forthwith in writing of any or any intended, threatened or pending Insolvency Event in respect of any Obligor or (where the Customer is a trustee of the Trust) the Trust, or Associated Company; (h) it shall be solely and fully responsible for the Customer’s tax affairs, filings, duties and obligations (including but not limited to its own tax filings and tax duties and obligations in the country of its residence/ incorporation or to any country which might consider it to be liable for taxes). The Customer shall ensure the accuracy of all information it provides to any tax authorities or governmental authorities (whether pursuant to any law, regulatory requirement, guidelines, directives or otherwise). The Customer hereby acknowledges and agrees that the Bank shall not be responsible for the accuracy of such information whether provided by the Customer or not, including without limitation, any omission by the Customer to answer correctly and fully to its tax duties in the country of its residence/incorporation or to any country which might consider it as being liable for taxes; and (i) it shall at all times comply with all applicable laws, rules and regulations. In particular but without limitation, the Customer acknowledges that it shall be responsible for ensuring that it complies with any applicable position reporting regulations.

Covenants and Undertakings. The Customer hereby irrevocably and unconditionally covenants and undertakes as follows: (a) it shall promptly, after the occurrence thereof, give notice to the Bank of any Event of Default or event which with the passing of time or the giving of notice, or both, would constitute an Event of Default, including the nature thereof and the steps being taken by the Customer to remedy or mitigate the effect of the Event of Default; (b) it will not use any Account or carry out any Investments or Transactions for the purposes of money laundering, terrorist terrorism financing, drug trafficking or other illegal purposes or from funds/assets being proceeds of a predicate offence or obtained from other illicit, criminal or illegal activities, whether in Hong Kong Singapore or elsewhere; (c) it shall forward to the Bank such information or documents that the Bank may require from time to time, including but not limited to (where the Customer is a corporation) a copy of its audited financial statements immediately after they are issued but in any event within 5 months after the close of each of the Customer’s financial year; (d) it further undertakes to notify the Bank immediately in the event that any order or warrant is issued against the Customer or any of its assets or (where the Customer is a trustee of the Trust) any of the assets of the Trust under the applicable AML/CFT laws and regulations, and the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act, Chapter 65A of Singapore; (e) it shall obtain all the requisite regulatory and governmental approvals (if any) in connection with each Agreement, deliver a copy of the same to the Bank, including without limitation, the requisite exchange controls approvals to purchase foreign currencies to make a payment in respect of the Facilities or Indebtedness (if such approvals are required); (f) it shall notify the Bank forthwith in writing of any changes in the information supplied in or in connection with the Agreement (including without limitation, information relating to itself or any Authorised Persons, and any change of address or of any appointment or revocation of the authority of any Authorised Persons); (g) it shall notify the bank forthwith in writing of any or any intended, threatened or pending Insolvency Event in respect of any Obligor or (where the Customer is a trustee of the Trust) the Trust, or Associated Related Company; (h) it shall be solely and fully responsible for the Customer’s tax affairs, filings, duties and obligations (including but not limited to its own tax filings and tax duties and obligations in the country of its residence/ incorporation or to any country which might consider it to be liable for taxes). The Customer shall ensure the accuracy of all information it provides to any tax authorities or governmental authorities (whether pursuant to any law, regulatory requirement, guidelines, directives or otherwise). The Customer hereby acknowledges and agrees that the Bank shall not be responsible for the accuracy of such information whether provided by the Customer or not, including without limitation, any omission by the Customer to answer correctly and fully to its tax duties in the country of its residence/residence/ incorporation or to any country which might consider it as being liable for taxes; and (i) it shall at all times comply with all applicable laws, rules and regulations. In particular but without limitation, the Customer acknowledges that it shall be responsible for ensuring that it complies with any applicable position reporting regulations.

Covenants and Undertakings. 6.1 The Customer hereby irrevocably and unconditionally covenants and Vendor undertakes that from the date of this Agreement it shall (except where otherwise agreed in writing by the Purchaser) ensure that it shall not sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any of its shares in the Company (or any securities convertible into or exercisable or exchangeable for or that represent the right to receive, subscribe for or purchase the Shares of the Company). 6.2 The Vendor undertakes with the Purchaser that except with the consent in writing of the Purchaser or as followsotherwise expressly provided for in this Agreement that the Vendor: (a) it shall promptly, 6.2.1 will not for a period of three years after the occurrence thereofdate of this Agreement, give notice solicit in competition with any Group Company, the custom of any person, firm or company who is at the Settlement Date or who, was at any time in the two years immediately preceding the Settlement Date a customer of that Group Company; or 6.2.2 will not for a period of three years after the date of this Agreement, induce any directors or employees of any Group Company to terminate such person's directorship or to leave the employment of the Group Company or employ such director or employee. The parties agree that all obligations or restrictions in this Clause 6.3 are necessary and fundamental to the Bank of any Event of Default or event which with the passing of time or the giving of notice, or both, would constitute an Event of Default, including the nature thereof and the steps being taken by the Customer to remedy or mitigate the effect protection of the Event of Default;Purchaser and each Group Company, and are reasonable and valid. (b) it will not use any Account or carry out any Investments or Transactions for the purposes of money laundering, terrorist financing, drug trafficking or other illegal purposes or from funds/assets being proceeds of a predicate offence or obtained from other illicit, criminal or illegal activities, whether in Hong Kong or elsewhere; (c) it shall forward to the Bank such information or documents that the Bank may require from time to time, including but not limited to (where the Customer is a corporation) a copy of its audited financial statements immediately after they are issued but in any event within 5 months after the close of each of the Customer’s financial year; (d) it further undertakes to notify the Bank immediately in 6.3 In the event that any order obligation should be held to be invalid as an unreasonable restraint of trade or warrant is issued against the Customer or for any of its assets or (where the Customer is a trustee other reason whatsoever but would have been held valid if part of the Trustwording thereof is reduced or the range of activities or the duration of such obligation of area dealt with thereby is reduced in scope, such obligations shall apply with such modifications as may be necessary to make them valid and effective. 6.4 The Vendor agrees that it shall (i) any enter into a management agreement for a period of three years with the Purchaser and the Company (the "MANAGEMENT AGREEMENT") whereby the Vendor shall provide management, technical, marketing and accounting services and support (and/or such other services as to be agreed upon between the parties) for the Company; (ii) procure all necessary financing required of the assets Company for the duration and currency of the Trust Management Agreement (the "MANAGEMENT SERVICES"), which financing shall be made by way of loan, debenture, mortgage or in such other manner from financial institutions or other third party sources ("EXTERNAL FINANCING"). For the avoidance of doubt, it is the understanding of the Parties that the Parties shall not be obliged to provide any guarantee, undertaking, indemnity or other security for any External Financing; and (iii) in consideration of the Management Services to be provided by the Vender under the applicable AML/CFT laws and regulations; (e) it shall obtain all the requisite regulatory and governmental approvals (if any) in connection with each Management Agreement, deliver a copy the Vendor shall be entitled to 30 per cent of the same to the Bank, including without limitation, the requisite exchange controls approvals to purchase foreign currencies to make a payment in respect consolidated profit before tax of the Facilities or Indebtedness (if such approvals are required); (f) it shall notify Company throughout the Bank forthwith in writing of any changes in the information supplied in or in connection with the Agreement (including without limitation, information relating to itself or any Authorised Persons, and any change of address or of any appointment or revocation duration of the authority of any Authorised Persons);Mangement Agreement. (g) it shall notify the bank forthwith in writing of any or any intended, threatened or pending Insolvency Event in respect of any Obligor or (where the Customer is a trustee of the Trust) the Trust, or Associated Company; (h) it shall be solely and fully responsible for the Customer’s tax affairs, filings, duties and obligations (including but not limited to its own tax filings and tax duties and obligations in the country of its residence/ incorporation or to any country which might consider it to be liable for taxes). 6.5 The Customer shall ensure the accuracy of all information it provides to any tax authorities or governmental authorities (whether pursuant to any law, regulatory requirement, guidelines, directives or otherwise). The Customer hereby acknowledges and Purchaser agrees that the Bank Vendor shall at Settlement have the right to appoint two persons as it may nominate to the board of directors of the Purchaser. 6.6 Each and every obligation under this Clause shall be treated as a separate and distinctive obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable shall be deleted from this Clause and any such deletion shall not be responsible for affect the accuracy enforceability of all such information whether provided by the Customer or not, including without limitation, any omission by the Customer to answer correctly and fully to its tax duties in the country parts of its residence/incorporation or to any country which might consider it this Clause as being liable for taxes; and (i) it shall at all times comply with all applicable laws, rules and regulations. In particular but without limitation, the Customer acknowledges that it shall be responsible for ensuring that it complies with any applicable position reporting regulationsremain not so deleted.

Covenants and Undertakings. The Customer Assignor hereby irrevocably represents to and unconditionally covenants and undertakes as followswith the Assignee that: (aA) it shall promptly, after will do or permit to be done each and every act or thing which the occurrence thereof, give notice Assignee may from time to time reasonably require to be done for the Bank purpose of any Event of Default or event which with enforcing the passing of time or the giving of notice, or both, would constitute an Event of Default, including the nature thereof Assignee's rights under this Assignment and the steps being taken will allow its name to be used as and when required by the Customer to remedy or mitigate the effect of the Event of DefaultAssignee for that purpose; (bB) it will not use any Account forthwith give notice in the form set out in Exhibit 3 attached hereto, or carry out any Investments or Transactions for cause its insurance brokers to give notice, of this Assignment to all insurers, underwriters, clubs and associations providing insurance in connection with [the/any] Vessel and her earnings and procure that such notice is endorsed on all the purposes policies and entries of money laundering, terrorist financing, drug trafficking or other illegal purposes or from fundsinsurances in respect of [the/assets being proceeds of a predicate offence or obtained from other illicit, criminal or illegal activities, whether in Hong Kong or elsewhereany] Vessel and her respective earnings; (cC) it shall forward the Insurances in effect on the date hereof are now valid and in full force and effect, and the Assignor will not do or omit or knowingly suffer to the Bank such information be done or documents that the Bank may require from time to time, including but not limited to (where the Customer is a corporation) a copy of its audited financial statements immediately after they are issued but in omitted anything whereby any event within 5 months after the close of each of the Customer’s financial yearInsurances assigned hereby may become void or voidable in whole or in part or the Assignee or any other person claiming title through it may be prevented from receiving the proceeds thereof; (dD) it further undertakes if by reason of anything done or omitted or knowingly suffered to notify be done or omitted the Bank immediately Insurances assigned hereby shall at any time become voidable in the event that any order whole or warrant is issued against the Customer or any of its assets or (where the Customer is a trustee of the Trust) any of the assets of the Trust under the applicable AML/CFT laws and regulations; (e) it shall obtain all the requisite regulatory and governmental approvals (if any) in connection with each Agreement, deliver a copy of the same to the Bank, including without limitationpart, the requisite exchange controls approvals to purchase foreign currencies to make a payment in respect of the Facilities or Indebtedness (if Assignor shall forthwith, at its own cost and expense, take all such approvals are required); (f) it shall notify the Bank forthwith in writing of any changes in the information supplied in or in connection with the Agreement (including without limitation, information relating to itself or any Authorised Persons, and any change of address or of any appointment or revocation of the authority of any Authorised Persons); (g) it shall notify the bank forthwith in writing of any or any intended, threatened or pending Insolvency Event in respect of any Obligor or (where the Customer is a trustee of the Trust) the Trust, or Associated Company; (h) it action as shall be solely necessary for keeping such Insurances in force and fully responsible for the Customer’s tax affairs, filings, duties and obligations (including but not limited to its own tax filings and tax duties and obligations in the country of its residence/ incorporation or to any country which might consider it to be liable for taxes). The Customer shall ensure the accuracy of particular will pay all information it provides to any tax authorities or governmental authorities (whether pursuant to any law, regulatory requirement, guidelines, directives or otherwise). The Customer hereby acknowledges and agrees that the Bank shall not be responsible for the accuracy of such information whether provided by the Customer or not, including without limitation, any omission by the Customer to answer correctly and fully to its tax duties in the country of its residence/incorporation or to any country which might consider it premiums as being liable for taxesthey become due; and (iE) it if by reason of anything done or omitted or knowingly suffered to be done or omitted the Insurances assigned hereby or any of them shall at all times comply with all applicable laws, rules and regulations. In particular but without limitationany time become void in whole or in part, the Customer acknowledges that it Assignor shall, at its expense, affect new insurances in compliance with the terms of the Mortgage over the Vessel[s, or any of them,] in favor of the Assignee, and shall be responsible for ensuring that it complies with forthwith (if required by the Assignee), execute an assignment of such new insurances in favor of the Assignee, and will pay any applicable position reporting regulationssums payable by way of premiums under the new insurances.

Covenants and Undertakings. The Customer hereby irrevocably and unconditionally covenants 14.1 Subject to Completion occurring, the Seller: 14.1.1 confirms, warrants and undertakes as followsthat at Completion: (a) neither it shall promptlynor any Seller Related Entity will have any claim on any account whatsoever outstanding against any of the Directors, after officers, Employees of any Group Company and that no agreement or arrangement will be outstanding under which any such person has any obligation of any kind to any Seller Related Entity; and (b) neither it nor any Seller Related Entity will have any claim on any account whatsoever outstanding against any Group Company; and (c) no agreement or arrangement will be outstanding under which any Group Company will have an obligation of any kind to any Seller Related Entity, other than claims and obligations under (i) the occurrence thereofLocal Services Agreements, give notice (ii) trademark licences from the Group Companies to the Bank Former Group Companies as listed in schedules to the Local Services Agreements, collectively, the “Surviving Agreements”; and 14.1.2 except for the claims or obligations existing under the Surviving Agreements, to the extent that any such claim or obligation exists, irrevocably and unconditionally waives such claim or obligation and releases each Group Company and any such person (except, in the case of such Director, officer or Employee, in the case of fraud) from any Event liability whatsoever in respect of Default such claim or event obligation. 14.2 The Seller shall, and shall procure that each Seller Related Entity shall, following Completion: 14.2.1 send to the Buyer all papers, books, accounts and other records relating wholly or predominantly to any Group Company in the possession or control of the Seller or Seller Related Entities and which are not kept at any of the Properties; provided that: (a) the Seller and the relevant Seller Related Entities may keep in their possession or control such papers, books, accounts and other records relating wholly or predominantly to any Group Company that are reasonably necessary to the Seller and the Former Group Companies to perform their respective obligations under Schedule 12 (Post-Completion Integration) (the “Integration Records”) for the duration of [***], provided that the Seller shall, and shall procure that the Seller Related Entities shall, upon request, promptly provide to the Buyer copies of the relevant Integration Records; and (b) following [***], the Seller and the relevant Seller Related Entities shall send to the Buyer all Integration Records (except for those Integration Records which the Seller Related Entities are required to keep in accordance with Applicable Law, in respect of which the passing of time or Seller shall send to the giving of Buyer a copy thereof); 14.2.2 at all reasonable times during normal business hours and on reasonable advance notice, provide the Buyer and each Group Company, together with their Representatives, with access to, and copies of, any other papers, books, accounts or bothother records (in whatever form) which relate to any Group Company and which the Seller and/or other relevant Seller Related Entity are obliged to keep under the Applicable Law (the “Retained Records”) other than those referred to in Clause 14.2.1; provided that neither the Seller, nor any Seller Related Entity shall be obliged to provide the Buyer with, or allow access to any Retained Records that constitute: (a) information that would constitute an Event of Default, including the nature thereof and the steps being taken by the Customer to remedy or mitigate the effect of the Event of Defaultviolate any Applicable Law; (b) it will not use information the disclosure of which would jeopardise any Account attorney-client privilege available to the Seller or carry out any Investments or Transactions for the purposes of money laundering, terrorist financing, drug trafficking or other illegal purposes or from funds/assets being proceeds of a predicate offence or obtained from other illicit, criminal or illegal activities, whether in Hong Kong or elsewhereSeller Group Company relating to such information; (c) it shall forward information the disclosure of which would cause the Seller or any Seller Group Company to breach a confidentiality obligation, unless the Bank Buyer undertakes to keep any such information confidential (except as required by Applicable Law) and in such case the Seller or documents that any Seller Related Entity shall be obliged to provide the Bank may require from time to timeBuyer with, including but not limited to (where the Customer is a corporation) a copy of its audited financial statements immediately after they are issued but in any event within 5 months after the close of each of the Customer’s financial year;or allow access to, such information; and (d) it further undertakes any auditors’ and accountants’ work papers except in accordance with their normal disclosure procedures and then only after entering into their customary agreement relating to notify the Bank immediately access; and 14.2.3 retain safely and securely all Retained Records that are in the event that any order possession or warrant is issued against control of the Customer Seller or any Seller Related Entity, and not dispose of its assets or destroy any Retained Records, until at least the [***] of Completion (where or such longer period as may be required under the Customer is a trustee Applicable Law), and thereafter not dispose of the Trust) or destroy any of the assets Retained Records, without first giving the Buyer at least [***] notice of the Trust under intention to do so and giving the applicable AML/CFT laws Buyer the opportunity to review and regulations;to take possession of or copy any of such Retained Records. 14.3 Each Group Company, and (ein the case of Clause 14.1 only) it shall each Director, Employee and professional adviser of a Group Company, may enforce the terms of Clauses 8.2, 14.1, and 14.2 in accordance with the Contracts (Rights of Third Parties) Xxx 0000, provided always that, as a condition thereto, any such person shall: 14.3.1 obtain all the requisite regulatory and governmental approvals (if any) in connection with each Agreement, deliver a copy prior written consent of the same Buyer; and 14.3.2 not be entitled to the Bank, including without limitation, the requisite exchange controls approvals to purchase foreign currencies to make a payment in assign its rights under such Clauses. 14.4 In respect of the Facilities or Indebtedness relevant Employees of the Group Companies and the relevant Former Group Companies following Completion, the Buyer and the Seller shall perform certain actions and make agreed payments as set out in Schedule 4 (if such approvals are requiredEmployee Matters); (f) it shall notify the Bank forthwith in writing of any changes in the information supplied in or in connection with the Agreement (including without limitation, information relating to itself or any Authorised Persons, and any change of address or of any appointment or revocation of the authority of any Authorised Persons); (g) it shall notify the bank forthwith in writing of any or any intended, threatened or pending Insolvency Event in respect of any Obligor or (where the Customer is a trustee of the Trust) the Trust, or Associated Company; (h) it shall be solely and fully responsible for the Customer’s tax affairs, filings, duties and obligations (including but not limited to its own tax filings and tax duties and obligations in the country of its residence/ incorporation or to any country which might consider it to be liable for taxes). The Customer shall ensure the accuracy of all information it provides to any tax authorities or governmental authorities (whether pursuant to any law, regulatory requirement, guidelines, directives or otherwise). The Customer hereby acknowledges and agrees that the Bank shall not be responsible for the accuracy of such information whether provided by the Customer or not, including without limitation, any omission by the Customer to answer correctly and fully to its tax duties in the country of its residence/incorporation or to any country which might consider it as being liable for taxes; and (i) it shall at all times comply with all applicable laws, rules and regulations. In particular but without limitation, the Customer acknowledges that it shall be responsible for ensuring that it complies with any applicable position reporting regulations.

Covenants and Undertakings. 13.1 The Customer hereby irrevocably and unconditionally Borrower covenants with and undertakes as follows: (a) it shall promptly, after the occurrence thereof, give notice to the Bank that it will:- (A) carry on and conduct its business in a proper and efficient manner and will duly pay all outgoings as and when they fall due; (B) use its best endeavours to obtain or procure the obtaining of every consent and do all other acts and things which may, in the opinion of the Bank, be necessary for the continued due performance by the Borrower of any of its obligations under the Security Documents; (C) ensure that at all times all governmental and other consents, licences, approvals and authorisations required by law for the validity, enforceability, and legality of each of the Security Documents and for the performance thereof are obtained and remain in full force and effect and are complied with; (D) procure the application of Advance for the purpose specified in Clause 3, perform all its obligations under the Security Documents and procure the performance by each of the Obligors of all their obligations under the relevant Security Documents; (E) promptly inform the Bank of the happening of any Event of Default or Possible Event of Default or of any event which would be likely in the reasonable opinion of the Borrower adversely to affect the ability of any Obligor to perform its obligations under any of the Security Documents; (F) deliver to the Bank within one hundred and twenty (120) days after the end of its financial year in as many copies as the Bank may reasonably require certified copies of its audited annual or other published accounts and copies of all financial statements of the Borrower and the Guarantor as required by law prepared in accordance with GAAP (as defined in the Guarantee) certified as to their correctness by such first class international firm of auditors as the Bank may approve; (G) at its own expense and forthwith upon the request of the Bank procure the execution, signature, completion, delivery and (if required) registration of every such further assurance, document or act as, in the reasonable opinion of the Bank may be necessary or desirable in connection with the passing purpose of the terms of the Security Documents and/or for perfecting the security so created; (H) promptly inform the Bank of any actual or proposed purchases of tonnage by the Guarantor or any of the Guarantors subsidiaries; and (I) shall ensure that within six (6) months of the Drawdown Date the Ship is on charter upon the terms of a charterparty acceptable to the Bank for a period in excess of twenty four (24) months or such other period as may be acceptable to the Bank in its absolute discretion and to a charterer acceptable to the Bank. 13.2 The Borrower covenants with and undertakes to the Bank that it will not without the prior written consent of the Bank (which consent the Bank shall be at full liberty to withhold):- (A) without prejudice to its obligations under Clause 6.1(F) of the Mortgage, create or permit to subsist any Encumbrance on the whole or any part of its present or future assets save for Permitted Encumbrances; (B) incur any liability in respect of Borrowed Money; (C) make loans or advances to others; (D) guarantee, endorse or otherwise become or remain liable to a third party for the obligations of any person, firm or corporation; (E) engage in any business other than the ownership, operation, chartering and management of the Ship or make any actual or contingent commitment or investment of any kind; (F) consolidate with or merge into any other company or establish any subsidiary or permit any subsidiary to subsist or damage itself or do anything analogous to any of the foregoing; (G) sell or otherwise dispose of the Ship or any share therein; (H) amend, cancel, terminate or replace the Management Agreement or permit the technical and commercial management of the Ship to be undertaken by anyone other than the Manager; and (I) purchase any further tonnage. 13.3 The Borrower further undertakes, as and from the Execution Date and throughout the Loan Period that it will not declare or pay a dividend or make any other distribution of its assets or profits to any stockholder unless: (A) It has complied with its undertaking in Clause 13.1(F); (B) A minimum of five (5) days' written notice has been given to the Bank of the proposed date and amount of such dividend or distribution; and (C) The Bank is satisfied (in its absolute discretion) that after payment of any such dividend or distribution has been made a minimum amount of unencumbered cash remains available from the Operating Account to meet all operating, management and maintenance costs and expenses of the Ship for the following twelve month period and to make all repayments of principal and payments of interest due under this agreement during the same period. (A) The Borrower hereby further undertakes that if, and so often as, the market value (as determined in accordance with Clause 13.4(A)) of the Ship plus the market value of any additional security for the time or being actually provided to the giving Bank pursuant to this Clause 13.4(A) and which the Bank in its absolute discretion deems appropriate falls below one hundred and twenty five per cent (125%) of notice, or both, the aggregate of (i) the Loan and (ii) such amount which would constitute be as determined by the Lender in its absolute discretion as the amount due from the Borrower in respect of the termination of any Transaction under the Master Agreement in the same manner as if it were a Terminated Transaction (as defined in Section 14 of the Master Agreement) effected by the Bank after an Event of Default, including the nature thereof and the steps Borrower will within twenty one (21) days of being taken notified by the Customer Bank of such requirement (which notification shall be conclusive and binding on the Borrower) either: (i) provide the Bank with, or procure the provision to remedy or mitigate the effect Bank of, such additional security as shall in the opinion of the Event Bank be adequate to make up such deficiency, which additional security shall take such form, be constituted by such documentation and be entered into between such parties as the Bank in its absolute discretion may approve or require (and, if the Borrower does not make proposals satisfactory to the Bank in relation to such additional security within ten (10) days of Default;the date of the Bank's notification to the Borrower aforesaid, the Borrower shall be deemed to have elected to prepay in accordance with (ii) below); or (bii) it prepay (subject to, and in accordance with, Clauses 8.2, 8.3 and 8.4 such part of the Loan as will ensure that the market value (determined as aforesaid) of the Ship and any such additional security which the Bank in its absolute discretion deems appropriate, is after such prepayment at least one hundred and twenty five per cent (125%) of the aggregate amount referred to in the opening paragraph of this Clause 13.4(A). (B) For the purposes of this Clause 13.4, the market value of the Ship shall be determined (at the expense of the Borrower) at any such time as the Bank may request by means of a valuation made by such independent sale and purchase shipbroker as may from time to time be appointed by the Borrower and approved by the Bank. If the Borrower does not use any Account or carry out any Investments or Transactions appoint such a shipbroker approved by the Bank within five (5) days of being required in writing to do so by the Bank, the Bank may itself appoint a shipbroker for the purposes of money launderingthis Clause 13.4. For this purpose, terrorist financingsuch valuation shall be made with or without physical inspection of the Ship (as the Bank may require), drug trafficking on the basis of a sale for prompt delivery for cash at arm's length on normal commercial terms as between a willing seller and a willing buyer, free of any existing charter or other illegal purposes or from funds/assets being proceeds contract of employment. The Borrower agrees to accept any valuation made by a predicate offence or obtained from other illicit, criminal or illegal activities, whether in Hong Kong or elsewhere; (c) it shall forward shipbroker appointed as aforesaid as conclusive evidence of the market value of the Ship at the date of such valuation. The Borrower agrees to supply to the Bank and to any such shipbroker such class and commercial information concerning the Ship and its condition as such shipbroker may require for the purpose of making such valuation. (C) For the purpose of this Clause 13.4, the market value of any additional security provided or documents that to be provided to the Bank shall be determined by the Bank in its absolute discretion without any necessity for the Bank assigning any reason therefore. (D) In connection with any additional security provided in accordance with this Clause 13.4, the Bank shall be entitled to receive certified copies of such corporate and other approvals as the Bank may require from time to time, including but not limited to (where the Customer is a corporation) a copy of its audited financial statements immediately after they are issued but in any event within 5 months after the close of each of the Customer’s financial year; (d) it further undertakes to notify the Bank immediately in the event that any order or warrant is issued against the Customer or any of its assets or (where the Customer is a trustee of the Trust) any of the assets of the Trust under the applicable AML/CFT laws and regulations; (e) it shall obtain all the requisite regulatory and governmental approvals (if any) in connection with each Agreement, deliver a copy of the same to the Bank, including without limitation, the requisite exchange controls approvals to purchase foreign currencies to make a payment in respect of the Facilities or Indebtedness (if such approvals are required); (f) it shall notify the Bank forthwith in writing of any changes in the information supplied in or in connection with the Agreement (including without limitation, information relating to itself or any Authorised Persons, and any change of address or of any appointment or revocation of the authority of any Authorised Persons); (g) it shall notify the bank forthwith in writing of any or any intended, threatened or pending Insolvency Event in respect of any Obligor or (where the Customer is a trustee of the Trust) the Trust, or Associated Company; (h) it shall be solely and fully responsible for the Customer’s tax affairs, filings, duties and obligations (including but not limited to its own tax filings and tax duties and obligations in the country of its residence/ incorporation or to any country which might consider it to be liable for taxes). The Customer shall ensure the accuracy of all information it provides to any tax authorities or governmental authorities (whether pursuant to any law, regulatory requirement, guidelines, directives or otherwise). The Customer hereby acknowledges and agrees that the Bank shall not be responsible for the accuracy of such information whether provided by the Customer or not, including without limitation, any omission by the Customer to answer correctly and fully to its tax duties in the country of its residence/incorporation or to any country which might consider it as being liable for taxes; and (i) it shall at all times comply with all applicable laws, rules and regulations. In particular but without limitation, the Customer acknowledges that it shall be responsible for ensuring that it complies with any applicable position reporting regulationsdeem fit.

Covenants and Undertakings. The Customer Assignor hereby irrevocably undertakes and unconditionally covenants and undertakes as followsagrees :‑ (a) it shall promptly, after to ensure that at all times during construction the occurrence thereof, give notice to the Bank of any Event of Default or event which with the passing of time or the giving of notice, or both, would constitute an Event of Default, including the nature thereof Vessel is well and the steps being taken effectually insured as required by the Customer to remedy or mitigate the effect of the Event of DefaultAssignee; (b) to duly and punctually observe all the conditions and obligations imposed on it will not use any Account or carry out any Investments or Transactions for by the purposes of money laundering, terrorist financing, drug trafficking or other illegal purposes or from funds/assets being proceeds of a predicate offence or obtained from other illicit, criminal or illegal activities, whether in Hong Kong or elsewhereShipbuilding Contract; (c) it shall forward to the Bank such information or documents ensure that the Bank may require from time to time, including but Builder observes and performs all conditions and obligations imposed on them by the Shipbuilding Contract and will not limited to (where release the Customer is a corporation) a copy Builder of its audited financial statements immediately after they are issued but in obligations thereunder or waive any event within 5 months after the close of each breach of the CustomerBuilder’s financial yearobligations or consent to any such act or omission as would otherwise constitute a breach of the Shipbuilding Contract; (d) it further undertakes to notify upon the Bank immediately in the event that any order or warrant is issued against the Customer or any of its assets or (where the Customer is a trustee request of the Trust) any Assignee to advise the Assignee of the assets progress of the Trust under construction of the applicable AML/CFT laws and regulationsVessel; (e) it shall obtain all not without the requisite regulatory and governmental approvals (if any) previous consent in connection with each Agreement, deliver a copy writing of the same Assignee :‑ (i) to sell, assign or otherwise dispose of or create any charge on the Bank, including without limitation, the requisite exchange controls approvals Vessel or any part thereof; (ii) to purchase foreign currencies agree to make a payment in respect amend any provision of the Facilities Shipbuilding Contract or Indebtedness to any substantial change in the specifications of the Vessel; or (if such approvals are required)iii) to cancel or rescind or otherwise to terminate the Shipbuilding Contract; (f) it shall notify at its own expense to take all such steps and institute and maintain all such proceedings as may be necessary or expedient to preserve or protect the Bank forthwith in writing interest of any changes the Assignee in the information supplied in or in connection with the Agreement (including without limitation, information relating to itself or any Authorised Persons, and any change of address or of any appointment or revocation of the authority of any Authorised Persons)Shipbuilding Contract; (g) it shall to promptly notify the bank forthwith in writing Assignee of any breach or any intended, threatened alleged breach by the Assignor or pending Insolvency Event in respect by the Builder of any Obligor or (where of the Customer terms of the Shipbuilding Contract to which it is a trustee of party and to afford the Trust) the Trust, or Associated CompanyAssignee an opportunity to intervene and participate in any legal proceedings relating thereto; (h) it shall be solely to immediately notify the Assignee in writing of any proposed arbitration under the Shipbuilding Contract between the Builder of the one part, and fully responsible for the Customer’s tax affairs, filings, duties Assignor of the other part and obligations (including but not limited to its own tax filings and tax duties and obligations in keep the country of its residence/ incorporation or to any country which might consider it to be liable for taxes). The Customer shall ensure the accuracy Assignee informed of all information it provides matters in relation to any tax authorities or governmental authorities (whether pursuant to any law, regulatory requirement, guidelines, directives or otherwise). The Customer hereby acknowledges and agrees that the Bank shall not be responsible for the accuracy of such information whether provided by the Customer or not, including without limitation, any omission by the Customer to answer correctly and fully to its tax duties in the country of its residence/incorporation or to any country which might consider it as being liable for taxes; andarising therefrom; (i) from time to time on the request of the Assignee, to execute and deliver promptly and duly to the Assignee any such further instruments or documents as the Assignee may reasonably require or which are required by law, for the purpose of obtaining the full benefit of this Assignment and/or of the rights and powers hereby granted; (j) to procure that all sums comprising part of the Assigned Property will be paid over promptly to the Assignee in such manner as the Assignee may from time to time direct; (k) not to make or agree to any claim that the Shipbuilding Contract is frustrated or invalid; (l) not to take or omit to take any action the taking or omission of which may result in any alteration or impairment of any of the Shipbuilding Contract or this Assignment or of any of the rights created hereby or thereby; (m) at no time to exercise any right or power conferred on it shall at all times comply with all applicable laws, rules and regulations. In particular but without limitation, by the Customer acknowledges that it shall be responsible for ensuring that it complies with Shipbuilding Contract in any applicable position reporting regulationsmanner which is in the opinion of the Assignee adverse to the interests of the Assignee under the Banking Facilities.

Covenants and Undertakings. 13.1 The Customer hereby irrevocably and unconditionally Borrower covenants with and undertakes as follows: (a) it shall promptly, after the occurrence thereof, give notice to the Bank that it will:- (A) carry on and conduct its business in a proper and efficient manner and will duly pay all outgoings as and when they fall due; (B) use its best endeavours to obtain or procure the obtaining of every consent and do all other acts and things which may, in the opinion of the Bank, be necessary for the continued due performance by the Borrower of any of its obligations under the Security Documents; (C) ensure that at all times all governmental and other consents, licences, approvals and authorisations required by law for the validity, enforceability, and legality of each of the Security Documents and for the performance thereof are obtained and remain in full force and effect and are complied with; (D) procure the application of Advance for the purpose specified in Clause 3, perform all its obligations under the Security Documents and procure the performance by each of the Obligors of all their obligations under the relevant Security Documents; (E) promptly inform the Bank of the happening of any Event of Default or Possible Event of Default or of any event which with would be likely adversely to affect the passing ability of time or the giving of notice, or both, would constitute an Event of Default, including the nature thereof and the steps being taken by the Customer any Obligor to remedy or mitigate the effect perform its obligations under any of the Event of DefaultSecurity Documents; (bF) it will not use any Account or carry out any Investments or Transactions for deliver to the purposes Bank within one hundred and twenty (120) days after the end of money laundering, terrorist financing, drug trafficking its financial year in as many copies as the Bank may reasonably require certified copies of its audited annual or other illegal purposes or from funds/assets being proceeds published accounts and copies of all financial statements as required by law in a predicate offence or obtained from other illicitform consistent with generally accepted accounting principles and practices consistently applied, criminal or illegal activities, whether in Hong Kong or elsewherecertified as to their correctness by such auditors as the Bank may approve; (cG) it shall forward to at its own expense and forthwith upon the request of the Bank procure the execution, signature, completion, delivery and (if required) registration of every such information further assurance, document or documents that act as, in the reasonable opinion of the Bank may require from time to time, including but not limited to (where the Customer is a corporation) a copy of its audited financial statements immediately after they are issued but in any event within 5 months after the close of each of the Customer’s financial year; (d) it further undertakes to notify the Bank immediately in the event that any order be necessary or warrant is issued against the Customer or any of its assets or (where the Customer is a trustee of the Trust) any of the assets of the Trust under the applicable AML/CFT laws and regulations; (e) it shall obtain all the requisite regulatory and governmental approvals (if any) in connection with each Agreement, deliver a copy of the same to the Bank, including without limitation, the requisite exchange controls approvals to purchase foreign currencies to make a payment in respect of the Facilities or Indebtedness (if such approvals are required); (f) it shall notify the Bank forthwith in writing of any changes in the information supplied in or desirable in connection with the Agreement purpose of the terms of the Security Documents and/or for perfecting the security so created. 13.2 The Borrower covenants with and undertakes to the Bank that it will not without the prior written consent of the Bank (including without limitation, information relating which consent the Bank shall be at full liberty to itself withhold):- (A) create or permit to subsist any Encumbrance on the whole or any Authorised Persons, and any change part of address its present or of any appointment or revocation of the authority of any Authorised Persons)future assets save for Permitted Encumbrances; (gB) it shall notify the bank forthwith in writing of incur any or any intended, threatened or pending Insolvency Event liability in respect of any Obligor or (where the Customer is a trustee of the Trust) the Trust, or Associated CompanyBorrowed Money; (hC) it shall be solely make loans or advances to others or incur any liability to any other party except for loans, advances and fully responsible liabilities made or incurred in the ordinary course of business and which are immaterial in the opinion of the Bank; (D) guarantee, endorse or otherwise become or remain liable to a third party for the Customer’s tax affairsobligations of any person, filings, duties and obligations (including but not limited to its own tax filings and tax duties and obligations in the country of its residence/ incorporation firm or to any country which might consider it to be liable for taxes). The Customer shall ensure the accuracy of all information it provides to any tax authorities or governmental authorities (whether pursuant to any law, regulatory requirement, guidelines, directives or otherwise). The Customer hereby acknowledges and agrees that the Bank shall not be responsible for the accuracy of such information whether provided by the Customer or not, including without limitation, any omission by the Customer to answer correctly and fully to its tax duties in the country of its residence/incorporation or to any country which might consider it as being liable for taxes; andcorporation; (iE) it shall engage in any business other than the ownership, operation, chartering and management of the Ship or make any actual or contingent commitment or investment of any kind; (F) consolidate with or merge into any other company or establish any subsidiary or permit any subsidiary to subsist; (G) sell or agree to sell or otherwise dispose of the Ship or any share therein. 13.3 The Borrower undertakes to procure that at all times comply during the Loan Period (A + B) - C is equal to at least one hundred and twenty per cent (120 %) of the Loan where A = the amount of a current Valuation of the Ship; and B = the amount of any additional security provided to and accepted by the Bank pursuant to paragraph (A) below; and C = the Dollar amount, as conclusively determined by the Bank, of all Encumbrances whatsoever subsisting on the Ship (other than Encumbrances in favour of the Bank); so that if at any time during the Loan Period the Borrower is in breach of such requirement then it will either: - (A) immediately pay to an account to be nominated by the Bank such additional sum as the Bank certifies will remedy such breach or provide the Bank with all applicable lawsadditional collateral security (in form and substance and accompanied by documentation acceptable to the Bank) over assets acceptable to the Bank in its sole and unfettered discretion whose value is, rules in the opinion of the Bank, sufficient to remedy such breach; or (B) immediately prepay part of the Loan by such amount as will remedy such breach, such prepayment otherwise to be made in accordance with the terms and regulationsconditions of this Agreement. In particular but without limitation, For the Customer acknowledges that it purposes of this Clause the Ship shall be responsible valued in Dollars (with or without inspection) on the basis of a normal arms-length charter-free sale between a willing seller and a willing buyer. Such valuations shall be given in writing and shall be prepared by two reputable firms appointed from time to time by the Bank, at its sole and unfettered discretion, and the "Valuation" of the Ship shall be the average of the two valuations thereof so obtained. The Bank shall be entitled to arrange for ensuring that it complies with a Valuation of the Ship to be prepared at the Borrower's expense once a year and/or after the occurrence of an Event of Default at any applicable position reporting regulationstime and from time to time throughout the Loan Period.

Covenants and Undertakings. The Customer hereby irrevocably 11.1 Each of the following undertakings is given by you as principal or (where acting for an Underlying Principal) as agent for such Underlying Principal and unconditionally covenants on your own behalf. In this Clause, where you are acting on behalf of an Underlying Principal, the term "you" shall mean: i) you and/or the Underlying Principal that you act for; or ii) you acting as agent on behalf of the Underlying Principal, as the case may be. You covenant and undertakes as followsundertake to us that, you will: (a) it shall promptlyensure at all times that you obtain and comply with the terms of and do all that is necessary to maintain in full force and effect all authority, after powers, consents, licences, approvals and authorisations which are necessary to enable you to use and accept our Services and those of a CLSA Entity; (b) promptly notify us of the occurrence thereof, give notice to the Bank of any Event of Default or event which with the passing of time or the giving of notice, or both, would constitute an Event of Default, including the nature thereof and the steps being taken by the Customer to remedy or mitigate the effect of the Event of Default; (bc) it will not use any Account or carry out any Investments or Transactions promptly provide all Client Information and supporting documents to us and execute and provide all other documentation as required by us for the purposes of money laundering, terrorist financing, drug trafficking providing the Services to you and open any account(s) or other illegal purposes or from funds/assets being proceeds of a predicate offence or obtained from other illicit, criminal or illegal activities, whether in Hong Kong or elsewhere; (c) it shall forward to the Bank such information or documents that the Bank may require from time to time, including but not limited to (where the Customer is a corporation) a copy of its audited financial statements immediately after they are issued but in any event within 5 months after the close of each of the Customer’s financial yearUnderlying Principal Account(s); (d) it further undertakes promptly notify us if there are any material changes to notify the Bank immediately in the event that any order or warrant is issued against the Customer or any of its assets or Client Information (including without limitation where the Customer is you cease to be a trustee of the Trust) any of the assets of the Trust under the applicable AML/CFT laws and regulationsWholesale Client); (e) it shall obtain all the requisite regulatory and governmental approvals comply with Regulatory Requirements (if any) in connection with each Agreement, deliver a copy of the same to the Bank, including without limitationlimitation laws and regulations relating to anti-money laundering, counter-terrorism financing and short selling) and good standards of market practice and you will promptly notify us in the requisite exchange controls approvals to purchase foreign currencies to make a payment in respect event of the Facilities or Indebtedness (if any such approvals are required)non-compliance; (f) it shall notify (if applicable) provide to us on request copies of the Bank forthwith relevant sections of the Underlying Principal's constitutional documents relating to its capacity to enter into transactions and to appoint an agent to act on its behalf and that any such extract will, to the best of your knowledge, be true and accurate in writing of all material respects and you will not leave out or withhold any changes in information which would render the information so supplied false, misleading or inaccurate in or in connection with the Agreement (including without limitation, information relating to itself or any Authorised Persons, and any change of address or of any appointment or revocation of the authority of any Authorised Persons)material respect; (g) it shall notify (if applicable) execute as agent for the bank forthwith in writing of any or any intended, threatened or pending Insolvency Event in respect of any Obligor or (Underlying Principal where the Customer is a trustee of the Trust) the Trustyou are duly authorised to do so, or Associated Companyin each other case procure that the Underlying Principal executes, on our request all such transfers, powers of attorney and other documents as we may require to vest any assets in or otherwise grant any security interest to us, our nominee, a purchaser or transferee; (h) it shall be solely (if applicable) identify and fully responsible disclose to us any politically exposed persons that are Underlying Principals or Connected Persons of the Underlying Principal for the Customer’s tax affairs, filings, duties and obligations whom you act as agent; (including but not limited to its own tax filings and tax duties and obligations i) in the country event of its residence/ incorporation or to any country which might consider it a request from a Regulator, immediately provide (and do all things necessary to be liable able to provide) the Regulator or us (as the case may be) with any information so required, relating to (insofar as applicable): (i) you; (ii) (if applicable) any Underlying Principal for taxes). The Customer shall ensure whom you act as agent; (iii) (so far as you know) the accuracy of all information it provides to any tax authorities person with the ultimate beneficial interest in the transaction (which may include the Connected Persons or governmental authorities (whether pursuant to any law, regulatory requirement, guidelines, directives or otherwise). The Customer hereby acknowledges and agrees that the Bank shall not be responsible for the accuracy clients of such information whether provided by Underlying Principals); (iv) any managed investment scheme, discretionary account or discretionary trust that you effect transactions for; and/or (v) the Customer or notperson who instructed you to effect the transaction, including without limitation, any omission by as the Customer to answer correctly and fully to its tax duties in the country of its residence/incorporation or to any country which might consider it as being liable for taxescase may be; and (ij) it shall at all times comply with all applicable laws(if applicable) in the event that you effect transactions for a collective investment scheme, rules and regulations. In particular but without limitationdiscretionary account or discretionary trust, promptly inform us when your discretion to invest on behalf of the Customer acknowledges that it shall be responsible for ensuring that it complies with any applicable position reporting regulationsscheme, account or trust has been overridden.

Covenants and Undertakings. The Customer hereby irrevocably and unconditionally Xxxxxx covenants and undertakes as followsthat: a. It will duly and promptly perform and observe all of its obligations under this Agreement, the Trading Agreement, the Assignment Agreement and the Noranda Agreement, including, but without limitation, all its obligations in relation to the delivery of Concentrates hereunder and under the Noranda Agreement. b. It shall promptly notify Auramet of the occurrence of any event that: (ai) it shall promptlyconstitutes, or that after the occurrence thereofnotice, give notice to the Bank of any Event of Default or event which with the passing lapse of time or both would constitute, an event of default as stipulated herein, or (ii) would reasonably be expected to have a material adverse impact on Xxxxxx'x financial position or the giving result of noticeits operation or its general business operations. c. It will furnish to Auramet: (i) as soon as practicably available, or both, would constitute an Event of Default, including all assays issued with respect to the nature thereof and the steps being taken by the Customer to remedy or mitigate the effect of the Event of DefaultConcentrates; (bii) as soon as practicably available, all Receiving Reports in form and content acceptable to Auramet, for all Concentrates; (iii) prompt notification of the shipment of the Concentrates; and d. Unless otherwise agreed in writing by Xxxxxx and Auramet, it will not use sell or deliver the Concentrates to any Account party other than Auramet for further sale and delivery to Noranda; nor will it create or carry out permit to subsist any Investments encumbrance over or Transactions for affecting the purposes of money laundering, terrorist financing, drug trafficking Concentrates to be delivered pursuant hereto or other illegal purposes or from funds/assets being proceeds of a predicate offence or obtained from other illicit, criminal or illegal activities, whether in Hong Kong or elsewhere; (c) it shall forward to the Bank such information Noranda Agreement or documents that create or permit to subsist any encumbrance over or affecting the Bank may require from time to time, including but not limited to (where the Customer is a corporation) a copy of its audited financial statements immediately after they are issued but in any event within 5 months after the close of each of the Customer’s financial year; (d) it further undertakes to notify the Bank immediately in the event that any order or warrant is issued against the Customer whole or any of its assets undertaking, revenue, charges or (where other assets, present or future, which encumbrance may affect the Customer is a trustee obligations of the Trust) any of the assets of the Trust Xxxxxx under the applicable AML/CFT laws and regulations; (e) it shall obtain all the requisite regulatory and governmental approvals (if any) in connection with each this Agreement, deliver a copy of the same to Assignment Agreement or the Bank, including without limitation, the requisite exchange controls approvals to purchase foreign currencies to make a payment in respect of the Facilities or Indebtedness (if such approvals are required); (f) it shall notify the Bank forthwith in writing of any changes in the information supplied in or in connection with the Agreement (including without limitation, information relating to itself or any Authorised Persons, and any change of address or of any appointment or revocation of the authority of any Authorised Persons); (g) it shall notify the bank forthwith in writing of any or any intended, threatened or pending Insolvency Event in respect of any Obligor or (where the Customer is a trustee of the Trust) the TrustNoranda Agreement, or Associated Company; (h) it shall be solely and fully responsible for the Customer’s tax affairsability of Auramet to enforce its rights hereunder or thereunder, filings, duties and obligations (including but not limited to its own tax filings and tax duties and obligations in the country of its residence/ incorporation or to any country which might consider it to be liable for taxes). The Customer shall ensure the accuracy of all information it provides to any tax authorities or governmental authorities (whether pursuant to any lawcourt order or judgment in respect hereof, regulatory requirement, guidelines, directives or otherwise). The Customer hereby acknowledges and agrees that the Bank shall not be responsible for the accuracy of such information whether provided by the Customer or not, including without limitation, any omission by the Customer to answer correctly and fully to its tax duties in the country of its residence/incorporation or to any country which might consider it as being liable for taxes; andagainst Xxxxxx. (i) it shall x. Xxxxxx will at all times obtain or effect and maintain in effect and comply with all applicable the terms and conditions of all legislative, governmental and other authorizations, approvals, licenses, permits, registrations and consents necessary or appropriate for execution or delivery of this Agreement, the Assignment Agreement and the Noranda Agreement, or the utilization of the Payment Facility, or to render this Agreement, the Assignment Agreement and the Noranda Agreement legal, valid, binding and admissible in evidence. x. Xxxxxx will comply with the requirements of all laws, decrees, regulations, orders and rules of any administrative or governmental authority or organization applicable to its activities and regulations. In particular but operations and will do all things necessary to preserve and keep in full force and effect all material franchises, concessions, licenses or permits to which it is presently entitled. x. Xxxxxx will not alter, amend, modify, rescind or waive any provision of the Noranda Agreement or the Assignment Agreement without limitation, the Customer acknowledges that it shall be responsible for ensuring that it complies with any applicable position reporting regulationsAuramet's prior written consent.