Common use of Covenants and Undertakings Clause in Contracts

Covenants and Undertakings. 5.1 The Grantor covenants with and undertakes to the Administrative Agent to the intent that the same shall be continuing covenants and undertakings until the Administrative Agent’s security interest in the Collateral is wholly discharged: 5.1.1 that the Grantor shall immediately on request provide to the Administrative Agent all information that the Administrative Agent requires in order to register any financing statement or financing change statement in accordance with Clause 2.5 or any other provision of this Agreement; 5.1.2 that the Grantor shall, as soon as reasonably practicable, if requested to do so by the Administrative Agent, sign or procure the signature of, and comply with all reasonable instructions of the Administrative Agent in respect of, any document required to make entries in any public register with respect to the Administrative Agent’s security interest in registered and applied for intellectual property outside Jersey and Intellectual Property (including appropriate agreements or documents with the United States Patent and Trademark Office, the United States Copyright Office and Uniform Commercial Code financing statements in the applicable Uniform Commercial Code jurisdictions, the European Patent Office and the European Union Intellectual Property Office or similar intellectual property offices in the United Kingdom and any Specified Jurisdiction (as defined in the Credit Agreement); 5.1.3 that the Grantor shall comply with all requests for information which is within its knowledge and which are made under any law or regulation or by any listing or other authority or any similar provision contained in any articles of association or other constitutional document relating to any Security Assets. If the Grantor fails to do so, the Administrative Agent may elect to provide any information which it may have on behalf of the Grantor; 5.1.4 that the Grantor will promptly supply to the Administrative Agent a copy of any information referred to in Clause 5.1.3; 5.1.5 promptly to pay all calls and other payments due in respect of the Collateral without cost to the Administrative Agent; 5.1.6 that the Grantor shall remain liable to observe and perform all of the other conditions and obligations assumed by it in respect of any of the Collateral, notwithstanding the method by which the Security Interests may have attached or been perfected; 5.1.7 that, except pursuant to the terms of this Agreement, there are and will be no restrictions on the transferability of any of the Collateral or on the exercise of rights constituting or included in the Collateral; 5.1.8 not to take or permit the taking of any action which may result in any rights, terms, conditions, agreements or arrangements in respect of or applicable to the Collateral being breached, amended or replaced in any respect; 5.1.9 that the Grantor shall not change its name without first notifying the Administrative Agent in writing of the proposed new name not less than ten Business Days before the change takes effect; 5.1.10 that the Grantor shall procure that: (a) any restriction or prohibition applicable to the Collateral (or any part thereof) which may restrict or prohibit the grant or enforcement of the Security Interests, is waived or removed; and (b) any condition or consent required for the grant or enforcement of the Security Interests is fulfilled or obtained, in each case, as soon as reasonably practicable; and 5.1.11 that unless the Administrative Agent otherwise agrees in writing, the Grantor shall forthwith procure the discharge of the registration of any security interest that is registered against it in relation to any Collateral (other than registration in respect of any Security Interest). 5.2 The Grantor acknowledges that the Administrative Agent has entered into this Agreement in reliance on the covenants and undertakings set out in this Clause 5.

Covenants and Undertakings. 5.1 The Grantor covenants with and undertakes to the Administrative Agent to the intent that the same shall be continuing covenants and undertakings until the Administrative Agent’s security interest in the Collateral is wholly discharged: 5.1.1 that the Grantor shall immediately on request provide to the Administrative Agent all information that the Administrative Agent requires in order to register any financing statement or financing change statement in accordance with Clause 2.5 or any other provision of this Agreement; 5.1.2 that the Grantor shall, as soon as reasonably practicable, if requested to do so by the Administrative Agent, sign or procure the signature of, and comply with all reasonable instructions of the Administrative Agent in respect of, any document required to make entries in any public register with respect to the Administrative Agent’s security interest in registered and applied for intellectual property outside Jersey and Intellectual Property (including appropriate agreements or documents with the United States Patent and Trademark Office, the United States Copyright Office and Uniform Commercial Code financing statements in the applicable Uniform Commercial Code jurisdictions, the European Patent Office and the European Union Intellectual Property Office or similar intellectual property offices in the United Kingdom and any Specified Jurisdiction (as defined in the Credit Agreement); 5.1.3 that the Grantor shall comply with all requests for information which is within its knowledge and which are made under any law or regulation or by any listing or other authority or any similar provision contained in any articles of association or other constitutional document relating to any Security Assets. If the Grantor fails to do so, the Administrative Agent may elect to provide any information which it may have on behalf of the Grantor; 5.1.4 5.1.3 that the Grantor will promptly supply to the Administrative Agent a copy of any information referred to in Clause 5.1.35.1.2; 5.1.5 5.1.4 promptly to pay all calls and other payments due in respect of the Collateral without cost to the Administrative Agent; 5.1.6 5.1.5 that the Grantor shall remain liable to observe and perform all of the other conditions and obligations assumed by it in respect of any of the Collateral, notwithstanding the method by which the Security Interests may have attached or been perfected; 5.1.7 5.1.6 that, except pursuant to the terms of this Agreement, there are and will be no restrictions on the transferability of any of the Collateral or on the exercise of rights constituting or included in the Collateral; 5.1.8 5.1.7 not to take or permit the taking of any action which may result in any rights, terms, conditions, agreements or arrangements in respect of or applicable to the Collateral being breached, amended or replaced in any respect; 5.1.9 5.1.8 that the Grantor shall not change its name without first notifying the Administrative Agent in writing of the proposed new name not less than ten Business Days before the change takes effect; 5.1.10 5.1.9 that the Grantor shall procure that: (a) any restriction or prohibition applicable to the Collateral (or any part thereof) which may restrict or prohibit the grant or enforcement of the Security Interests, is waived or removed; and (b) any condition or consent required for the grant or enforcement of the Security Interests is fulfilled or obtained, in each case, as soon as reasonably practicable; and 5.1.11 5.1.10 that unless the Administrative Agent otherwise agrees in writing, the Grantor shall forthwith procure the discharge of the registration of any security interest that is registered against it in relation to any Collateral (other than registration in respect of any Security Interest). 5.2 The Grantor acknowledges that the Administrative Agent has entered into this Agreement in reliance on the covenants and undertakings set out in this Clause 5.

Covenants and Undertakings. 5.1 The Grantor covenants with and undertakes to the Administrative Agent to the intent that the same shall be continuing covenants and undertakings until the Administrative Agent’s security interest in the Collateral is wholly discharged: 5.1.1 that the Grantor shall immediately on request provide to the Administrative Agent all information that the Administrative Agent requires in order to register any financing statement or financing change statement in accordance with Clause 2.5 2.4 or any other provision of this Agreement; 5.1.2 that the Grantor shall, as soon as reasonably practicable, if requested to do so by the Administrative Agent, sign or procure the signature of, and comply with all reasonable instructions of the Administrative Agent in respect of, any document required to make entries in any public register with respect to the Administrative Agent’s security interest in registered and applied for intellectual property outside Jersey and Intellectual Property (including appropriate agreements or documents with the United States Patent and Trademark Office, the United States Copyright Office and Uniform Commercial Code financing statements in the applicable Uniform Commercial Code jurisdictions, the European Patent Office and the European Union Intellectual Property Office or similar intellectual property offices in the United Kingdom and any Specified Jurisdiction (as defined in the Credit Agreement); 5.1.3 that the Grantor shall comply with all requests for information which is within its knowledge and which are made under any law or regulation or by any listing or other authority or any similar provision contained in any articles of association or other constitutional document relating to any Security Assets. If the Grantor fails to do so, the Administrative Agent may elect to provide any information which it may have on behalf of the Grantor; 5.1.4 5.1.3 that the Grantor will promptly supply to the Administrative Agent a copy of any information referred to in Clause 5.1.35.1.2; 5.1.5 5.1.4 promptly to pay all calls and other payments any amounts due in respect of by the Collateral Grantor under or pursuant to a Loan Agreement without cost to the Administrative Agent; 5.1.6 5.1.5 that the Grantor shall remain liable to observe and perform all of the other conditions and obligations assumed by it in respect of any of the Collateralunder or pursuant to a Loan Agreement, notwithstanding the method by which the Security Interests may have attached or been perfected; 5.1.7 5.1.6 that, except pursuant to the terms of this Agreement, there are and will be no restrictions on the transferability of any of the Collateral or on the exercise of rights constituting or included in the Collateral; 5.1.8 5.1.7 not to take or permit the taking of any action which may result in any rights, terms, conditions, agreements or arrangements in respect of or applicable to the Collateral being breached, amended or replaced in any respect; 5.1.9 5.1.8 that the Grantor shall not change its name without first notifying the Administrative Agent in writing of the proposed new name not less than ten Business Days before the change takes effect; 5.1.10 5.1.9 that the Grantor shall procure that: (a) any restriction or prohibition applicable to the Collateral (or any part thereof) which may restrict or prohibit the grant or enforcement of the Security Interests, is waived or removed; and (b) any condition or consent required for the grant or enforcement of the Security Interests is fulfilled or obtained, in each case, as soon as reasonably practicable; and 5.1.11 5.1.10 that unless the Administrative Agent otherwise agrees in writing, the Grantor shall forthwith procure the discharge of the registration of any security interest that is registered against it in relation to any Collateral (other than registration in respect of any Security Interest). 5.2 The Grantor acknowledges that the Administrative Agent has entered into this Agreement in reliance on the covenants and undertakings set out in this Clause 5.

Covenants and Undertakings. 5.1 The Grantor covenants with and undertakes to the Administrative Agent Secured Party during the Security Period: 5.1.1 not to attempt to sell, create or permit to subsist any Encumbrance over, withdraw, disburse, pay, assign or otherwise dispose of or deal with the intent that the same shall be continuing covenants and undertakings until the Administrative Agent’s security Collateral or any interest in the Collateral is wholly discharged: 5.1.1 that (other than as expressly permitted by this Agreement or the Grantor shall immediately on request provide to the Administrative Agent all information that the Administrative Agent requires in order to register any financing statement or financing change statement in accordance with Clause 2.5 or any other provision of this Loan Agreement); 5.1.2 that promptly to give to the Grantor shall, Secured Party copies of any notices or other communications received by it in its capacity as soon as reasonably practicable, if requested to do so by the Administrative Agent, sign or procure the signature of, and comply with all reasonable instructions of the Administrative Agent in respect of, any document required to make entries in any public register title holder with respect to the Administrative Agent’s security interest in registered and applied for intellectual property outside Jersey and Intellectual Property (including appropriate agreements or documents with the United States Patent and Trademark Office, the United States Copyright Office and Uniform Commercial Code financing statements in the applicable Uniform Commercial Code jurisdictions, the European Patent Office and the European Union Intellectual Property Office or similar intellectual property offices in the United Kingdom and any Specified Jurisdiction (as defined in the Credit Agreement)Collateral; 5.1.3 that the Grantor shall comply with all requests for information which is within its knowledge and which are made under any law or regulation or by any listing or other authority or any similar provision contained in any articles of association or other constitutional document relating to any Security Assets. If the Grantor fails to do so, the Administrative Agent may elect to provide any information which it may have on behalf of the Grantor; 5.1.4 that the Grantor will promptly supply to the Administrative Agent a copy of any information referred to in Clause 5.1.3; 5.1.5 promptly to pay all calls and other payments due in respect of the Collateral without cost to the Administrative AgentSecured Party and if it fails to do so the Secured Party may elect to make such payments on behalf of the Grantor and any sums so paid by the Secured Party shall be repayable by the Grantor to the Secured Party on demand; 5.1.4 promptly to obtain, comply with and do all that is necessary to maintain in full force and effect any authorisations required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under this Agreement and to ensure the legality, validity, enforceability or admissibility in evidence; 5.1.5 to comply in all respects with all laws to which it or any Collateral may be subject; 5.1.6 to procure that without the Grantor prior written consent of the Secured Party: 5.1.6.1 no further shares or other securities are issued by the Company to any person; 5.1.6.2 no change is made to the memorandum or articles of incorporation of the Company or to the terms of issue of or rights attaching to any Affected Securities; and 5.1.6.3 no reconstruction, amalgamation, migration, sale or other disposal of the Company shall occur; and 5.1.7 that it shall remain liable to observe and perform all of the other conditions and obligations assumed by it or by which a shareholder of the Company is bound in respect of any of the Collateral, notwithstanding the method by which the Security Interests may have attached or been perfected; 5.1.7 that, except pursuant to the terms of this Agreement, there are and will be no restrictions on the transferability of any of the Collateral or on the exercise of rights constituting or included in the Collateral; 5.1.8 not to take or permit the taking of any action which may result in any rights, terms, conditions, agreements or arrangements in respect of or applicable to the Collateral being breached, amended or replaced in any respect; 5.1.9 that the Grantor shall not change its name without first notifying the Administrative Agent in writing of the proposed new name not less than ten Business Days before the change takes effect; 5.1.10 that the Grantor shall procure that: (a) any restriction or prohibition applicable to the Collateral (or any part thereof) which may restrict or prohibit the grant or enforcement of the Security Interests, is waived or removed; and (b) any condition or consent required for the grant or enforcement of the Security Interests is fulfilled or obtained, in each case, as soon as reasonably practicable; and 5.1.11 that unless the Administrative Agent otherwise agrees in writing, the Grantor shall forthwith procure the discharge of the registration of any security interest that is registered against it in relation to any Collateral (other than registration in respect of any Security Interest)Affected Securities. 5.2 The Grantor agrees that the Secured Party shall not be required to perform or fulfil any obligation in respect of the Affected Securities except as otherwise set out in this Agreement or the Law or, subject to the Law, to make any payment, or to make any enquiry as to the nature or sufficiency of any payment received by it or the Grantor, or to present or file any claim or take any other action to collect or enforce the payment of any amount to which it may have been entitled or to which it may be entitled under this Agreement at any time or times. 5.3 The Grantor acknowledges that the Administrative Agent Secured Party has entered into this Agreement and the Loan Agreement in reliance on the covenants and undertakings set out in this Clause 5.