Common use of Negative undertakings Clause in Contracts

Negative undertakings. (a) The Guarantor may: (i) at any time prior to the end of the First Financial Quarter, declare or pay dividends or make other distributions or payment in respect of Financial Indebtedness owed to its shareholders without the prior written consent of the Security Trustee; (ii) at any time after the end of the First Financial Quarter, declare or pay dividends or make other distributions or payment in respect of Financial Indebtedness owed to its shareholders without the prior written consent of the Security Trustee, subject to it on each such occasion satisfying the Security Trustee acting on behalf of the Secured Parties that it will continue to meet all the requirements of Clause 11.15 (Financial Covenants), if such covenants were to be tested immediately following the payment of any such dividend; and (iii) pay dividends (x) to persons responsible for paying the tax liability in respect of consolidated, combined, unitary or affiliated tax returns for each relevant jurisdiction of the Group, or (y) to holders of the Guarantor's Capital Stock with respect to income taxable as a result of a member of the Group being taxed as a pass-through entity for U.S. Federal, state and local income tax purposes or attributable to any member of the Group, provided that the actions in paragraphs (ii) and (iii) above shall only be permitted if there is no Event of Default which is continuing under the Loan Agreement and no Event of Default would arise from the payment of such dividend. (b) The Guarantor shall not, and shall procure that none of its subsidiaries shall: (i) make loans to any person that is not the Guarantor or a direct or indirect subsidiary of the Guarantor; or (ii) issue or enter into one or more guarantees covering the obligations of any person which is not the Guarantor or a direct or indirect subsidiary of the Guarantor, except if such loan is granted to a non subsidiary or such guarantee is issued in the ordinary course of business covering the obligations of a non subsidiary and the aggregate amount of all such loans and guarantees made or issued by the Guarantor and its subsidiaries does not exceed [*] Dollars ($[*]) or is otherwise approved by the Security Trustee which approval shall not be unreasonably withheld if such loan or guarantee in respect of a non subsidiary would neither: (A) affect the ability of any Obligor to perform its obligations under the Finance Documents; nor (B) imperil the security created by any of the Finance Documents or the SACE Insurance Policy; nor (C) affect the ability of the Guarantor to comply with the financial covenants contained in Clause 11.15 (Financial Covenants) if such covenants were to be tested immediately following the grant of such loan or the issuance of such guarantee, as demonstrated by evidence satisfactory to the Security Trustee.

Negative undertakings. (a) The Guarantor may: (i) at any time prior to the end of the First Financial Quarter, declare or pay dividends or make other distributions or payment in respect of Financial Indebtedness owed to its shareholders without the prior written consent of the Security Trustee; (ii) at any time after the end of the First Financial Quarter, declare or pay dividends or make other distributions or payment in respect of Financial Indebtedness owed to its shareholders without the prior written consent of the Security Trustee, subject to it on each such occasion satisfying the Security Trustee acting on behalf of the Secured Parties that it will continue to meet all the requirements of Clause 11.15 (Financial Covenants), if such covenants were to be tested immediately following the payment of any such dividend; and (iii) pay dividends (x) to persons responsible for paying the tax liability in respect of consolidated, combined, unitary or affiliated tax returns for each relevant jurisdiction of the Group, or (y) to holders of the Guarantor's ’s Capital Stock with respect to income taxable as a result of a member of the Group being taxed as a pass-through entity for U.S. Federal, state and local income tax purposes or attributable to any member of the Group, provided that the actions in paragraphs (ii) and (iii) above shall only be permitted if there is no Event of Default which is continuing under the Loan Agreement and no Event of Default would arise from the payment of such dividend. (b) The Guarantor shall not, and shall procure that none of its subsidiaries shall: (i) make loans to any person that is not the Guarantor or a direct or indirect subsidiary of the Guarantor; or (ii) issue or enter into one or more guarantees covering the obligations of any person which is not the Guarantor or a direct or indirect subsidiary of the Guarantor, except if such loan is granted to a non subsidiary or such guarantee is issued in the ordinary course of business covering the obligations of a non subsidiary and the aggregate amount of all such loans and guarantees made or issued by the Guarantor and its subsidiaries does not exceed [*] Dollars ($[*]) or is otherwise approved by the Security Trustee which approval shall not be unreasonably withheld if such loan or guarantee in respect of a non subsidiary would neither: (A) affect the ability of any Obligor to perform its obligations under the Finance Documents; nor (B) imperil the security created by any of the Finance Documents or the SACE Insurance Policy; nor (C) affect the ability of the Guarantor to comply with the financial covenants contained in Clause 11.15 (Financial Covenants) if such covenants were to be tested immediately following the grant of such loan or the issuance of such guarantee, as demonstrated by evidence satisfactory to the Security Trustee.

Negative undertakings. The Guarantor shall: (a) The Guarantor may: (i) at any time prior to the end of the First Financial Quarter, declare or pay dividends or make other distributions or payment in respect of Financial Indebtedness owed to its shareholders without the prior written consent of the Security Trustee; (ii) not at any time after the end of the First Financial Quarter, declare or pay dividends or make other distributions or payment in respect of Financial Indebtedness owed to its shareholders without the prior written consent of the Security TrusteeAgent, provided that the Guarantor may declare and pay dividends to its shareholders or make any other distributions or payments in respect of Financial Indebtedness owed to its shareholders subject to it on each such occasion satisfying the Security Trustee Agent acting on behalf of the Secured Creditor Parties that it will continue to meet all the requirements of Clause 11.15 (Financial Covenants)11.15, if such covenants were to be tested immediately following the payment of any such dividend; and (iii) pay dividends (x) to persons responsible for paying the tax liability in respect of consolidated, combined, unitary or affiliated tax returns for each relevant jurisdiction of the Group, or (y) to holders of the Guarantor's Capital Stock with respect to income taxable as a result of a member of the Group being taxed as a pass-through entity for U.S. Federal, state and local income tax purposes or attributable to any member of the Group, provided that the actions in paragraphs (ii) and (iii) above shall only be permitted if there is no Event of Default which is continuing under the Loan Agreement and no Event of Default would arise from the payment of such dividend. (b) The Guarantor shall not, and shall procure that none of its subsidiaries shall: (i) make loans to any person that is not the Guarantor or a direct or indirect subsidiary of the Guarantor; or (ii) issue or enter into one or more guarantees covering the obligations of any person which is not the Guarantor or a direct or indirect subsidiary of the Guarantor, Guarantor except if such loan is granted to a non subsidiary or such guarantee is issued in the ordinary course of business covering the obligations of a non subsidiary and the aggregate amount of all such loans and guarantees made or issued by the Guarantor and its subsidiaries does not exceed USD[*] Dollars ($[*]) or is otherwise approved by the Security Trustee Agent which approval shall not be unreasonably withheld if such loan or guarantee in respect of a non subsidiary would neither: (A) affect the ability of any Obligor to perform its obligations under the Finance Documents; nor (B) imperil the security created by any of the Finance Documents or the SACE Insurance Policy; nor (C) affect the ability of the Guarantor to comply with the financial covenants contained in Clause 11.15 (Financial Covenants) if such covenants were to be tested immediately following the grant of such loan or the issuance of such guarantee, as demonstrated by evidence satisfactory to the Security TrusteeAgent.

Negative undertakings. (a) The Guarantor may: (i) at any time prior to the end of the First Financial Quarter, declare or pay dividends or make other distributions or payment in respect of Financial Indebtedness owed to its shareholders without the prior written consent of the Security Trustee; (ii) at any time after the end of the First Financial Quarter, declare or pay dividends or make other distributions or payment in respect of Financial Indebtedness owed to its shareholders without the prior written consent of the Security Trustee, subject to it on each such occasion satisfying the Security Trustee acting on behalf of the Secured Parties that it will continue to meet all the requirements of Clause 11.15 (Financial Covenants)11.15, if such covenants were to be tested immediately following the payment of any such dividend; and (iii) pay dividends (x) to persons responsible for paying the tax liability in respect of consolidated, combined, unitary or affiliated tax returns for each relevant jurisdiction of the Group, or (y) to holders of the Guarantor's ’s Capital Stock with respect to income taxable as a result of a member of the Group being taxed as a pass-through entity for U.S. Federal, state and local income tax purposes or attributable to any member of the Group, provided that the actions in paragraphs (ii) and (iii) above shall only be permitted if there is no Event of Default which is continuing under the Loan Agreement and no Event of Default would arise from the payment of such dividend. (b) The Guarantor shall not, and shall procure that none of its subsidiaries shall: (i) make loans to any person that is not the Guarantor or a direct or indirect subsidiary of the Guarantor; or (ii) issue or enter into one or more guarantees covering the obligations of any person which is not the Guarantor or a direct or indirect subsidiary of the Guarantor, except if such loan is granted to a non subsidiary or such guarantee is issued in the ordinary course of business covering the obligations of a non subsidiary and the aggregate amount of all such loans and guarantees made or issued by the Guarantor and its subsidiaries does not exceed USD[*] Dollars ($[*]) or is otherwise approved by the Security Trustee which approval shall not be unreasonably withheld if such loan or guarantee in respect of a non subsidiary would neither: (A) affect the ability of any Obligor to perform its obligations under the Finance Documents; nor (B) imperil the security created by any of the Finance Documents or the SACE Insurance Policy; nor (C) affect the ability of the Guarantor to comply with the financial covenants contained in Clause 11.15 (Financial Covenants) if such covenants were to be tested immediately following the grant of such loan or the issuance of such guarantee, as demonstrated by evidence satisfactory to the Security Trustee.

Negative undertakings. The Guarantor undertakes and agrees with the Offshore Security Agent throughout the continuance of this Deed and so long as the Secured Indebtedness or any part thereof remains owing that the Guarantor will not, unless the Offshore Security Agent otherwise agrees in writing: (a) The merge or consolidate with any other entity or take any step with a view to dissolution, liquidation or winding-up, except that the Guarantor may: may effect a merger or consolidation without the consent of the Facility Agent, the Offshore Security Agent or the Lenders, provided that (i) at any time prior written notice of such merger or consolidation has been given to the end of the First Financial Quarter, declare or pay dividends or make other distributions or payment Facility Agent at least five (5) Business Days before any agreement is entered into in respect of Financial Indebtedness owed to its shareholders without the prior written consent of the Security Trustee; such merger or consolidation, (ii) at any time after the end surviving entity of such merger or consolidation will assume the same obligations of the First Financial QuarterGuarantor under this Deed and the other provisions in the Finance Documents applicable to the Guarantor will apply to such surviving entity after such merger or consolidation, declare or pay dividends or make other distributions or payment in respect of Financial Indebtedness owed to its shareholders without the prior written consent of the Security Trustee, subject to it on each such occasion satisfying the Security Trustee acting on behalf of the Secured Parties that it will continue to meet all the requirements of Clause 11.15 (Financial Covenants), if such covenants were to be tested immediately following the payment of any such dividend; and (iii) pay dividends (x) to persons responsible for paying the tax liability in respect of consolidated, combined, unitary or affiliated tax returns for each relevant jurisdiction obligations of the Group, Borrower and the Security Providers under the Finance Documents shall remain in full force and effect and shall not be affected or varied by such merger or consolidation and (yiv) to holders the Guarantor shall upon request of the Guarantor's Capital Stock Facility Agent provide such information in connection with respect such merger or consolidation to income taxable the Facility Agent as a result of a member of the Group being taxed as a pass-through entity for U.S. Federal, state and local income tax purposes or attributable to any member of the Group, it may reasonably require provided further that the actions in paragraphs Facility Agent and the Lenders shall hold such information (iito the extent that such information is not public information) and (iii) above shall only be permitted if there is no Event of Default which is continuing under the Loan Agreement and no Event of Default would arise from the payment of such dividend.confidential; (b) The Guarantor shall notsell, and shall procure that none transfer or otherwise assign, deal with or dispose of all or any part of its subsidiaries shall: business or (iexcept for consideration at fair market value and at arm’s length terms) make loans to any person that is not the Guarantor its assets or revenues, whether by a direct single transaction or indirect subsidiary by a number of the Guarantor; or (ii) issue transactions whether related or enter into one or more guarantees covering the obligations of any person which is not the Guarantor or a direct or indirect subsidiary of the Guarantor, except if such loan is granted to a non subsidiary or such guarantee is issued in the ordinary course of business covering the obligations of a non subsidiary and the aggregate amount of all such loans and guarantees made or issued by the Guarantor and its subsidiaries does not exceed [*] Dollars ($[*]) or is otherwise approved by the Security Trustee which approval shall not be unreasonably withheld if such loan or guarantee in respect of a non subsidiary would neither: (A) affect the ability of any Obligor to perform its obligations under the Finance Documents; nor (B) imperil the security created by any of the Finance Documents or the SACE Insurance Policy; nor (C) affect the ability of the Guarantor to comply with the financial covenants contained in Clause 11.15 (Financial Covenants) if such covenants were to be tested immediately following the grant of such loan or the issuance of such guarantee, as demonstrated by evidence satisfactory to the Security Trusteenot.

Negative undertakings. The Borrower undertakes and agrees with each Finance Party that from the date of this Agreement and so long as any sums remain owing hereunder and under the other Finance Documents it will, unless the Majority Lenders otherwise agree in writing: (a) The Guarantor maynot merge or consolidate with any other entity or take any step with a view to dissolution, liquidation or winding-up; (b) not purchase or redeem and cancel its registered capital or make a distribution of assets or other capital distribution to its shareholders or make a repayment in respect of loans owing to any of its shareholders or other indebtedness owing to any of its Affiliates or related companies, except for (i) any repayment of loans owing to the Corporate Shareholder by way of set-off against advances made from the Borrower to the Corporate Shareholder arising from the payment of (aa) remunerations of key senior management staff of the Corporate Shareholder or (bb) any other reasonable administrative expenses (as defined below) of the Corporate Shareholder or (ii) the repayment of any other loans owing by the Borrower to the Corporate Shareholder from time to time if, immediately after such repayment, the total amount of indebtedness owing by the Borrower to the Corporate Shareholder then subject to the provisions for subordination contained in the Subordination Deed is not less than the aggregate of the then outstanding principal amount of the Facility and the then available but undrawn Commitments of the Lenders (for the purpose of this paragraph (b), “administrative expenses of the Corporate Shareholder” means the professional fees incurred by the Corporate Shareholder, other expenses incurred by the Corporate Shareholder for the purpose of the initial public offering of its shares, fees payable by the Corporate Shareholder to the relevant stock exchange or other regulatory authorities applicable to the Corporate Shareholder, the remuneration of the support staff of the Corporate Shareholder, the utility and rental expenses and other expenses related to the office equipment of the Corporate Shareholder and any other administrative expenses of the Corporate Shareholder); (c) not declare or pay to its shareholders dividends in cash in excess of: (i) (in respect of any of its financial years within which no initial public offering of the shares of the Corporate Shareholder takes place) 15% of its consolidated net profit as at any time prior to the end of the First Financial Quarter, declare or pay dividends or make other distributions or payment in respect of Financial Indebtedness owed to its shareholders without the prior written consent of the Security Trustee; (ii) at any time after the end of the First Financial Quarter, declare or pay dividends or make other distributions or payment in respect of Financial Indebtedness owed to its shareholders without the prior written consent of the Security Trustee, subject to it on each such occasion satisfying the Security Trustee acting on behalf of the Secured Parties that it will continue to meet all the requirements of Clause 11.15 (Financial Covenants), if such covenants were to be tested immediately following the payment of any such dividend; and (iii) pay dividends (x) to persons responsible for paying the tax liability in respect of consolidated, combined, unitary or affiliated tax returns for each relevant jurisdiction of the Group, or (y) to holders of the Guarantor's Capital Stock with respect to income taxable as a result of a member of the Group being taxed as a pass-through entity for U.S. Federal, state and local income tax purposes or attributable to any member of the Group, provided that the actions in paragraphs (ii) and (iii) above shall only be permitted if there is no Event of Default which is continuing under the Loan Agreement and no Event of Default would arise from the payment of such dividend. (b) The Guarantor shall not, and shall procure that none of its subsidiaries shall: (i) make loans to any person that is not the Guarantor or a direct or indirect subsidiary of the Guarantorfinancial year; or (ii) issue (in respect of any of its financial years within which an initial public offering of the shares of the Corporate Shareholder takes place and in respect of each financial year thereafter) 30% of its consolidated net profit as at the end of such financial year (for the avoidance of doubt, the amount of dividends permitted to be paid in any financial year under this paragraph shall be in addition to any IPO Midnight Dividends permitted to be paid in such financial year under the provisions below), in each case except for any cash dividends in an aggregate amount not exceeding US$20,000,000 (the “IPO Midnight Dividends”) that may be paid by the Borrower to the Corporate Shareholder immediately before the initial public offering of the shares of the Corporate Shareholder (but so that, in any event, the aforesaid permitted aggregate amount of IPO Midnight Dividends together with the total amount of loans provided by the Borrower to the Corporate Shareholder as permitted under Clause 14.2(f)(i)(ee) shall not exceed US$30,000,000), provided that, notwithstanding any contrary provisions in this Agreement, no dividend (in cash or enter into one otherwise) may be declared or more guarantees covering paid by the Borrower to its shareholders at any time during the continuance of an Event of Default; (d) not declare or pay to its shareholders any dividends (other than any dividends permitted under Clause 14.2(c)) whether in cash or otherwise, except for any dividends to be paid for the purpose of extinguishing the Borrower’s loan to Far East Energy (the “Deemed Dividends”) if and only if: (i) the relevant Deemed Dividends are to be applied to set off or otherwise discharge the obligations owing to the Borrower under the loans referred to in Clause 14.2(f)(i)(bb), and before such Deemed Dividends are declared, a shareholder loan referred to in Clause 14.2(f)(ii)(aa) in an amount not less than the amount of the proposed Deemed Dividends shall have been extended by the Corporate Shareholder to the Borrower subject to the terms of the Subordination Deed; or (ii) the relevant Deemed Dividends are to be applied to set off or otherwise discharge the obligations owing to the Borrower by Far East Energy under the loans referred to Clause 14.2(f)(i)(bb) and any other loans (in a total amount equal to the amount of such Deemed Dividends) as approved by the Majority Lenders, and before such Deemed Dividends are declared, the Lenders shall have received (1) evidence reasonably satisfactory to the Majority Lenders that the initial public offering of the shares of the Corporate Shareholder will occur imminently and (2) an undertaking from the Corporate Shareholder in form and substance satisfactory to the Majority Lenders that the Corporate Shareholder will inject into the Borrower by way of equity contribution or shareholder’s loan (subject to the terms of the Subordination Deed) the proceeds of its initial public offering in an amount not less than the amount of the aforesaid loans owing by Far East Energy to the Borrower within ten (10) days after such initial public offering; (e) not (and procure that none of its Subsidiaries will) sell, transfer, lease or otherwise assign, deal with or dispose of all or any part of its business or its assets or revenues, whether by a single transaction or by a number of transactions whether related or not (including without limitation the PSCs and Crude Oil Sales Contract and its ownership interest in its Subsidiaries and any joint venture enterprises in which it holds any equity interest (other than PT. MI Energy Indonesia, PT. Excel Delight International Energy, the joint venture established pursuant to a joint venture agreement dated 3 May 2007 between PT. MI Energy Indonesia and PT. Petro Muba and the joint venture established pursuant to a joint venture company dated 2007 between PT. MI Energy Indonesia and Perusahaan Daerah Sarana Pembangunan Muara Enim (collectively, the “Indonesia JVs”)), except as arising from its normal business operations and upon arm’s length terms; (f) not (and procure that the Corporate Shareholder will not) directly or indirectly provide any financing, make or grant a loan or advance or guarantee to any person (including without limitation its shareholders) or in any other manner be or become directly or indirectly or contingently liable for, or provide any form of security for, any indebtedness or other obligation of any person which is not the Guarantor or a direct or indirect subsidiary of the Guarantor(including without limitation its shareholders), except if such loan is granted for the following: (i) in relation to a non subsidiary or such guarantee is issued in the ordinary course of business covering the obligations of a non subsidiary and the aggregate amount Borrower only (details of all such loans and guarantees made or issued by specified below which are in existence as at the Guarantor date of this Agreement are set out in Schedule 7, and its subsidiaries does not exceed [*] Dollars ($[*]) or is otherwise approved by the Security Trustee which approval shall not be unreasonably withheld if such loan or guarantee in respect of a non subsidiary would neither: (A) affect the ability of any Obligor to perform its obligations under the Finance Documents; nor (B) imperil the security created by any of the Finance Documents or the SACE Insurance Policy; nor (C) affect the ability of the Guarantor to comply with the financial covenants contained in Clause 11.15 (Financial Covenants) if such covenants were to be tested immediately following the grant of such loan or the issuance of such guarantee, as demonstrated by evidence satisfactory to the Security Trustee.are permitted):

Negative undertakings. Each Obligor undertakes with each of the Lenders, the Agent and the Security Trustee that, from the date of this Agreement until all its liabilities under the Financing Documents have been discharged: (a) The Guarantor maySECURITY: it will not and will procure that no Subsidiary will: (i) at create or permit to subsist any time prior Security Interest on the whole or any part of its present or future property, assets or revenues; (ii) sell or otherwise dispose of any of its assets on terms whereby such property or asset is or may be leased to or re-acquired or acquired by it (except to the end extent that the proceeds of such sale or disposition are applied to the First Financial Quarter, declare repayment of loans made to it); (iii) sell or pay dividends otherwise dispose of any of its receivables on recourse terms except for the discounting of bills or make other distributions or payment notes in respect the ordinary course of Financial Indebtedness owed to its shareholders business; except for Permitted Security Interests; (b) DISPOSALS: without the prior written consent of the Security TrusteeAgent, such consent not to be unreasonably withheld in circumstances where in the opinion of the Majority Lenders the interests of the Lenders are reasonably protected after taking into account the reasonable requirements of the Obligors to develop their assets, it will not, and will procure that no Subsidiary will, either in a single transaction or in a series of transactions whether related or not and whether voluntarily or involuntarily, sell, transfer, lease or otherwise dispose of all or any material part of their property or assets except that, without limitation, the following disposals shall not be taken into account: (i) disposals made with the prior consent of the Majority Lenders; (ii) at disposals (other than any time after the end of the First Financial Quarter, declare or pay dividends or make other distributions or payment disposal in respect of Financial Indebtedness owed to its shareholders without the prior written consent an Oil and Gas Property, any interest under a Joint Venture Document or any Interest under an Oil and Gas Development Agreement) (including repayment of the Security Trustee, subject to it on each such occasion satisfying the Security Trustee acting on behalf of the Secured Parties that it will continue to meet all the requirements of Clause 11.15 (Financial Covenants), if such covenants were to be tested immediately following the payment of any such dividend; and (iiiloans) pay dividends (x) to persons responsible for paying the tax liability in respect of consolidated, combined, unitary or affiliated tax returns for each relevant jurisdiction of the Group, or (y) to holders of the Guarantor's Capital Stock with respect to income taxable as a result of a member of the Group being taxed as a pass-through entity for U.S. Federal, state and local income tax purposes or attributable to any member of the Group, provided that the actions in paragraphs (ii) and (iii) above shall only be permitted if there is no Event of Default which is continuing under the Loan Agreement and no Event of Default would arise from the payment of such dividend. (b) The Guarantor shall not, and shall procure that none of its subsidiaries shall: (i) make loans to any person that is not the Guarantor or a direct or indirect subsidiary of the Guarantor; or (ii) issue or enter into one or more guarantees covering the obligations of any person which is not the Guarantor or a direct or indirect subsidiary of the Guarantor, except if such loan is granted to a non subsidiary or such guarantee is issued made in the ordinary course of business covering of the obligations disposing entity; (iii) disposals of property or assets (other than any disposal in respect of an Oil and Gas Property, any interest under a non subsidiary Joint Venture Document or any Interest under an Oil and the aggregate amount Gas Development Agreement) in exchange for other property or assets comparable as to type and value; (iv) any other disposal (other than any disposal in respect of all such loans an Oil and guarantees Gas Property, any interest under a Joint Venture Document or any Interest under an Oil and Gas Development Agreement) made for market value in money or issued by the Guarantor and its subsidiaries money's worth on an arm's length basis in any financial year which, when aggregated with disposals made in that financial year, does not exceed [*] Dollars ($[*]) or is otherwise approved by the Security Trustee which approval shall not be unreasonably withheld if such loan or guarantee in respect of a non subsidiary would neither:1,000,000; (Ac) affect Accounting Reference Date: it will not, without the ability prior consent of the Agent, change the date of its financial year end or that of any Obligor to perform member of its obligations under the Finance Documents; norGroup from 31 December; (Bd) imperil the security created by DIVIDENDS: it will not declare, make or pay any dividend or other distribution to its shareholders or vote or consent to do any of the Finance foregoing with respect to its Oil and Gas Partners (except as otherwise expressly required in the Joint Venture Documents or the SACE Insurance Policy; norOil and Gas Development Agreements). (Ce) affect PROCEEDS OF ADVANCES: it will not, and will procure that no Subsidiary will, use the ability proceeds of the Guarantor to comply with the financial covenants contained in Clause 11.15 (Financial Covenants) if such covenants were to be tested immediately following the grant of such loan or the issuance of such guarantee, any Advance other than as demonstrated by evidence satisfactory to the Security Trusteepermitted under clause 2.2.