Positive Undertakings. The Borrower undertakes and agrees with the Lender that so long as any amount remains to be advanced and/or remains payable and/or any person is under any actual or contingent liability hereunder, it shall: (i) obtain, comply with each of the terms and conditions of, renew and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences, consents, exemptions, registrations, recordings, filings or notarisations (and, where possible, promptly deliver certified true copies thereof to the Lender) to enable it lawfully to enter into, exercise its rights and perform the obligations expressed to be assumed by it under each Transaction Document to which it is a party and to ensure the legality, validity, enforceability and admissibility in evidence in Indonesia of each Transaction Document to which it is a party and to ensure the validity or priority of the liabilities and obligations of the Borrower and the rights of the Lender thereunder. Furthermore, the Borrower undertakes and agrees with the Lender forthwith to take all such action as the Lender may from time to time notify to the Borrower to ensure the legality, validity, enforceability or admissibility in evidence in England and Singapore of each Transaction Document to which it is a party or to ensure the enforceability and priority thereof under the laws of England and/or Singapore; (ii) comply in all respects with all laws, regulations and directives relating to or regulating the ownership by it and each of its subsidiaries of their assets (including, without limitation, the Real Property, the Network Assets and all property or assets comprising the Collateral), the carrying on by it of the business it engages in or proposes to engage in and the entry into and performance by it of the obligations expressed to be assumed by it in each Transaction Document to which it is a party; (iii) maintain insurances on and in relation to its business and assets with reputable underwriters or insurance companies against fire and such other risks and to such extent as is usual for companies carrying on a business such as that carried on by the Borrower and as is usual in respect of the nature of the Project and it will punctually pay all premiums payable in respect of the said policies of insurance and submit to the Lender receipts for such payment. Such policies shall be in such amounts and shall contain such reasonable terms and provisions as shall be approved by the Lender including without limitation a provision that the insurer shall not terminate or cancel the insurance without giving the Lender at least thirty (30) days notice of termination or cancellation and such terms and provisions shall not be varied without the prior consent in writing of the Lender. In this respect, the Borrower agrees forthwith to deliver to the Lender the original of all policies or contracts of insurance entered into by it and will ensure that the Lender is named as loss payee (in a manner and on such terms as are satisfactory to the Lender) on each such policy or contract of insurance. In the event the Borrower fails to maintain insurance as provided hereunder, the Lender will have the right to have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender and until repayment shall be considered unpaid amounts due hereunder and bear interest accordingly; (iv) promptly inform the Lender of the occurrence of any Event of Default and, upon receipt of a written request to that effect from the Lender, confirm to the Lender (by way of a certificate issued by an Authorised Signatory of the Borrower) that, save as previously notified to the Lender or as notified in such confirmation, no Event of Default has occurred or, if any Event of Default has occurred, a full description of the nature and extent thereof and the action or steps taken (or proposed to be taken) by the Borrower to remedy the same; (v) ensure that at all times its indebtedness under this Agreement ranks at least pari passu with its other unsecured and unsubordinated ---------- indebtedness with the exception of that which is preferred by the operation of bankruptcy, insolvency and other similar laws of general application; (vi) permit the Lender and/or any person authorised by the Lender (including, but without limitation, an auditor or accountant appointed by it for such purpose) from time to time to have access to and inspect (a) all agreements, documents, financial information, technical specifications and all other matters relating to the Project and (b) the books of account of the Borrower and any of its subsidiaries, respond forthwith to any reasonable queries or requests for information sought by such representative and discuss in good faith with such person any aspect of the Project and/or the books of account of the Borrower or its subsidiaries; (vii) maintain and procure that each of its subsidiaries shall maintain a system of books and records and a system of accounting established and administered in accordance with accounting principles generally accepted in Indonesia applied on a consistent basis, and set aside on its books all proper reserves as shall be required by such accounting principles; (viii) cause all of its properties utilised in the Project or otherwise in the conduct of its business to be maintained and kept in good condition, repair and working order, all as necessary to carry on the Borrower's business, and the Borrower shall maintain the conduct of its business consistent with that conducted upon its entering into this Agreement; (ix) without prejudice to sub-clause (iv) above, deliver to the Lender details of any litigation, arbitration or administrative proceedings relating to the Project or, as the case may be, which might have a material adverse effect upon the business and/or financial condition of the Borrower or any of its subsidiaries and/or the ability of the Borrower to perform or comply with any of its obligations under any Transaction Document to which it is a party and or the ability of the Borrower to diligently and timeously complete the Project; (x) promptly inform the Lender of the occurrence of any event which has or may have a material adverse effect upon the valuation of the Network Assets as set forth in any Valuation Report, the Collateral and/or the Real Property and, upon receipt of a written request to that effect from the Lender, confirm to the Lender that, save as previously notified to the Lender or as notified in such confirmation, no such event has occurred; (xi) ensure that the issued and paid-up capital of the Borrower is, prior to the initial drawdown of the Facility, increased to Rp41,589,000,000; (xii) ensure that all governmental licences and/or consents necessary in respect of the construction and operation of the NMT-450 Network by the Borrower are from time to time promptly obtained; (xiii) promptly after the date hereof, report the execution of this Agreement to Bank Indonesia, the Ministry of Finance of the Republic of Indonesia and TOCL and file such reports regarding this Agreement (with a copy thereof promptly being sent to the Agent) as are required by Bank Indonesia, the Ministry of Finance of the Republic of Indonesia and TOCL; (xiv) ensure that at all times and from time to time all the conditions contained in the Licence are fulfilled; (xv) save as provided below, procure that the Guarantor and the Shareholders will continue directly to own in aggregate (legally and beneficially) one hundred per cent. (100%) of the shares of the Borrower and to control the Borrower. The Lender agrees with the Borrower that up to twenty-five per cent. (25%) of the shares of the Borrower may be transferred to a first class internationally recognised operator of telecommunication networks without any consent from the Lender but on condition that the Borrower shall forthwith notify the Lender of any advanced proposal therefor or actual decision in relation thereto. Furthermore, the Lender agrees with the Borrower that the Borrower shall be entitled from time to time to request the Lender to consent to further dilution of the shareholding interest of the Guarantor and the Shareholders in the Borrower; (xvi) ensure that the appointment of process agents made in Clause 29.5 is at all times effective failing which the Lender shall at the cost and expense of the Borrower be entitled and is hereby authorised by the Borrower from time to time to appoint a replacement process agent by notice to the Borrower; (xvii) provide from time to time and forthwith upon request therefor by the Lender reports in form and substance satisfactory to the Lender in respect of the construction of the NMT-450 Network and the progress of the Project generally; (xviii) forthwith upon the establishment of the billing system and collection of subscribers' charges system of the Borrower (and the Borrower hereby expressly undertakes to procure that such systems are established by no later than 31 August, 1996), enter into the master assignment of sub-accounts in the form set out in Schedule Three ("MASTER ASSIGNMENT OF SUBACCOUNTS") and take all steps as are necessary or desirable in the reasonable opinion of the Lender to the perfect the Master Assignment of SubAccounts; (xix) as soon as possible after the date hereof and, in any event, by no later than the date falling six (6) weeks after the date hereof, deliver to the Lender a copy of the Telkom Letter duly executed in form and substance satisfactory to the Lender; and (xx) at any time prior to the use of any part of the Facility to discharge the Svenska Loan provide details satisfactory to the Lender of the Svenska Loan.
Appears in 1 contract
Samples: Facility Agreement (International Wireless Communications Holdings Inc)
Positive Undertakings. The Borrower undertakes and agrees with to the Lender that throughout the Term and so long as any amount remains to be advanced and/or remains sum is or may become payable and/or any person is under any actual or contingent liability hereunder, it shall:Facility Agreement the Borrower will
(i) obtain, comply with each of the terms and conditions of, renew and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences, consents, exemptions, registrations, recordings, filings or notarisations (and, where possible, promptly deliver certified true copies thereof to the Lender) to enable it lawfully to enter into, exercise its rights and perform the obligations expressed to be assumed by it under each Transaction Document to which it is a party and to ensure the legality, validity, enforceability and admissibility in evidence in Indonesia of each Transaction Document to which it is a party and to ensure the validity or priority of the liabilities and obligations of the Borrower and the rights of the Lender thereunder. Furthermore, the Borrower undertakes and agrees with the Lender forthwith to take all such action as the Lender may from time to time notify to the Borrower to ensure the legality, validity, enforceability or admissibility in evidence in England and Singapore of each Transaction Document to which it is a party or to ensure the enforceability and priority thereof under the laws of England and/or Singapore;
(ii) comply in all respects with all laws, regulations and directives relating to or regulating the ownership by it and each of its subsidiaries of their assets (including, without limitation, the Real Property, the Network Assets and all property or assets comprising the Collateral), the carrying on by it of the business it engages in or proposes to engage in and the entry into and performance by it of the obligations expressed to be assumed by it in each Transaction Document to which it is a party;
(iii) maintain insurances on and in relation to its business and assets with reputable underwriters or insurance companies against fire and such other risks and to such extent as is usual for companies carrying on a business such as that carried on by the Borrower and as is usual in respect of the nature of the Project and it will punctually pay all premiums payable in respect of the said policies of insurance and submit to the Lender receipts for such payment. Such policies shall be in such amounts and shall contain such reasonable terms and provisions as shall be approved by the Lender including without limitation a provision that the insurer shall not terminate or cancel the insurance without giving the Lender at least thirty (30) days notice of termination or cancellation and such terms and provisions shall not be varied without the prior consent in writing of the Lender. In this respect, the Borrower agrees forthwith to deliver to the Lender the original of all policies or contracts of insurance entered into by it and will ensure that the Lender is named as loss payee (in a manner and on such terms as are satisfactory to the Lender) on each such policy or contract of insurance. In the event the Borrower fails to maintain insurance as provided hereunder, the Lender will have the right to have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender and until repayment shall be considered unpaid amounts due hereunder and bear interest accordingly;
(iva) promptly inform the Lender of the occurrence of any Event of Default and, upon receipt of a written request to that effect from the Lender, confirm to the Lender (by way of a certificate issued by an Authorised Signatory of the Borrower) that, save as previously notified to the Lender or as notified in such confirmation, no Potential Event of Default has occurred or, if any Event of Default has occurred, a full description of the nature and extent thereof and the action or steps taken (or proposed to be taken) by the Borrower to remedy the sameDefault;
(vb) maintain in full force and effect all such authorisations and consents as are referred to In Clause 6(b), and take immediate steps to obtain and thereafter maintain in full force and effect any additional authorisatlons which may become necessary or advisable, and comply with all conditions of each such authorisation;
(c) ensure that its obligations under any Facility Agremeent at all times its indebtedness under this Agreement ranks rank at least pari passu in all respects with all of its other unsecured and unsubordinated ---------- indebtedness obligations, with the exception of that which is preferred any indebtedness ranking senior solely by the operation of bankruptcy, insolvency law (and other similar laws of general applicationnot by agreement);
(vid) permit execute, acknowledge, deliver, file, translate, notarise, legalise and register at its own expense all such further agreements, instruments, certificates, documents and assurances and perform such acts as the law shall deem necessary or appropriate to give effect to the purposes of any Finance Document, and promptly provide the Lender and/or any person authorised by with evidence of the Lender foregoing satisfactory in form and substance to the Lender;
(includinge) supply to the Lender, upon simple request of the Lender
(i) as soon as they are available, but without limitation, an auditor or accountant appointed by it for such purpose) from time to time to have access to and inspect (a) all agreements, documents, in any event within 180 days after the end of each financial information, technical specifications and all other matters relating to the Project and (b) the books of account year of the Borrower and any of its subsidiariesSecurity Provider, respond forthwith to any reasonable queries or requests for information sought by such representative and discuss in good faith with such person any aspect as applicable, copies of the Project and/or relevant financial statements of the books Borrower and any Security Provider in respect of account such financial year audited and certified by a recognised firm of Independent auditors acceptable to the Lender;
(ii) as soon as they are available, but in any event within 90 days after the end of each quarter of each financial year of the Borrower and any Security Provider, as applicable, copies of unaudited financial statements of the Borrower and any Security Provider, as applicable, prepared on a basis consistent with its audited financial statements, certified by a duly authorized financial officer of the Borrower or its subsidiaries;
(vii) maintain and procure that each of its subsidiaries shall maintain a system of books and records and a system of accounting established and administered in accordance with accounting principles generally accepted in Indonesia applied on a consistent basisthe relevant Security Provider, and set aside on its books all proper reserves as shall be required by such accounting principles;
(viii) cause all of its properties utilised in the Project or otherwise in the conduct of its business to be maintained and kept in good conditionapplicable, repair and working order, all as necessary to carry on the Borrower's business, and the Borrower shall maintain the conduct of its business consistent with that conducted upon its entering into this Agreement;
(ix) without prejudice to sub-clause (iv) above, deliver to the Lender details effect that such financial statements show a true and fair view of any litigation, arbitration or administrative proceedings relating to the Project or, as the case may be, which might have a material adverse effect upon the business and/or financial condition position of the Borrower or any the relevant Security Provider, as applicable, as at the end of, and the results of its subsidiaries and/or the ability of operations for, such financial quarter; and
(iii) promptly on request, such other financial or other information relating to the Borrower to perform or comply with any of its obligations under any Transaction Document to which it is a party and or the ability of the Borrower to diligently and timeously complete the Project;
(x) promptly inform Security Provider as the Lender of the occurrence of any event which has or may have a material adverse effect upon the valuation of the Network Assets as set forth in any Valuation Report, the Collateral and/or the Real Property and, upon receipt of a written request to that effect from the Lender, confirm to the Lender that, save as previously notified to the Lender or as notified in such confirmation, no such event has occurred;
(xi) ensure that the issued and paid-up capital of the Borrower is, prior to the initial drawdown of the Facility, increased to Rp41,589,000,000;
(xii) ensure that all governmental licences and/or consents necessary in respect of the construction and operation of the NMT-450 Network by the Borrower are from time to time promptly obtainedreasonably request;
(xiii) promptly after the date hereof, report the execution of this Agreement to Bank Indonesia, the Ministry of Finance of the Republic of Indonesia and TOCL and file such reports regarding this Agreement (with a copy thereof promptly being sent to the Agent) as are required by Bank Indonesia, the Ministry of Finance of the Republic of Indonesia and TOCL;
(xiv) ensure that at all times and from time to time all the conditions contained in the Licence are fulfilled;
(xv) save as provided below, procure that the Guarantor and the Shareholders will continue directly to own in aggregate (legally and beneficially) one hundred per cent. (100%) of the shares of the Borrower and to control the Borrower. The Lender agrees with the Borrower that up to twenty-five per cent. (25%) of the shares of the Borrower may be transferred to a first class internationally recognised operator of telecommunication networks without any consent from the Lender but on condition that the Borrower shall forthwith notify the Lender of any advanced proposal therefor or actual decision in relation thereto. Furthermore, the Lender agrees with the Borrower that the Borrower shall be entitled from time to time to request the Lender to consent to further dilution of the shareholding interest of the Guarantor and the Shareholders in the Borrower;
(xvi) ensure that the appointment of process agents made in Clause 29.5 is at all times effective failing which the Lender shall at the cost and expense of the Borrower be entitled and is hereby authorised by the Borrower from time to time to appoint a replacement process agent by notice to the Borrower;
(xvii) provide from time to time and forthwith upon request therefor by the Lender reports in form and substance satisfactory to the Lender in respect of the construction of the NMT-450 Network and the progress of the Project generally;
(xviii) forthwith upon the establishment of the billing system and collection of subscribers' charges system of the Borrower (and the Borrower hereby expressly undertakes to procure that such systems are established by no later than 31 August, 1996), enter into the master assignment of sub-accounts in the form set out in Schedule Three ("MASTER ASSIGNMENT OF SUBACCOUNTS") and take all steps as are necessary or desirable in the reasonable opinion of the Lender to the perfect the Master Assignment of SubAccounts;
(xix) as soon as possible after the date hereof and, in any event, by no later than the date falling six (6) weeks after the date hereof, deliver to the Lender a copy of the Telkom Letter duly executed in form and substance satisfactory to the Lender; and
(xx) at any time prior to the use of any part of the Facility to discharge the Svenska Loan provide details satisfactory to the Lender of the Svenska Loan.
Appears in 1 contract
Positive Undertakings. The Borrower undertakes and agrees with to the Lender that throughout the Term and so long as any amount remains to be advanced and/or remains sum is or may become payable and/or any person is under any actual or contingent liability hereunder, it shall:
(i) obtain, comply with each of the terms and conditions of, renew and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences, consents, exemptions, registrations, recordings, filings or notarisations (and, where possible, promptly deliver certified true copies thereof to the Lender) to enable it lawfully to enter into, exercise its rights and perform the obligations expressed to be assumed by it under each Transaction Document to which it is a party and to ensure the legality, validity, enforceability and admissibility in evidence in Indonesia of each Transaction Document to which it is a party and to ensure the validity or priority of the liabilities and obligations of Facility Agreement the Borrower and the rights of the Lender thereunder. Furthermore, the Borrower undertakes and agrees with the Lender forthwith to take all such action as the Lender may from time to time notify to the Borrower to ensure the legality, validity, enforceability or admissibility in evidence in England and Singapore of each Transaction Document to which it is a party or to ensure the enforceability and priority thereof under the laws of England and/or Singapore;
will (ii) comply in all respects with all laws, regulations and directives relating to or regulating the ownership by it and each of its subsidiaries of their assets (including, without limitation, the Real Property, the Network Assets and all property or assets comprising the Collateral), the carrying on by it of the business it engages in or proposes to engage in and the entry into and performance by it of the obligations expressed to be assumed by it in each Transaction Document to which it is a party;
(iii) maintain insurances on and in relation to its business and assets with reputable underwriters or insurance companies against fire and such other risks and to such extent as is usual for companies carrying on a business such as that carried on by the Borrower and as is usual in respect of the nature of the Project and it will punctually pay all premiums payable in respect of the said policies of insurance and submit to the Lender receipts for such payment. Such policies shall be in such amounts and shall contain such reasonable terms and provisions as shall be approved by the Lender including without limitation a provision that the insurer shall not terminate or cancel the insurance without giving the Lender at least thirty (30) days notice of termination or cancellation and such terms and provisions shall not be varied without the prior consent in writing of the Lender. In this respect, the Borrower agrees forthwith to deliver to the Lender the original of all policies or contracts of insurance entered into by it and will ensure that the Lender is named as loss payee (in a manner and on such terms as are satisfactory to the Lender) on each such policy or contract of insurance. In the event the Borrower fails to maintain insurance as provided hereunder, the Lender will have the right to have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender and until repayment shall be considered unpaid amounts due hereunder and bear interest accordingly;
(iva) promptly inform the Lender of the occurrence of any Event of Default and, upon receipt of a written request to that effect from the Lender, confirm to the Lender (by way of a certificate issued by an Authorised Signatory of the Borrower) that, save as previously notified to the Lender or as notified in such confirmation, no Potential Event of Default has occurred orDefault; (b) maintain in full force and effect all such authorisations and consents as are referred to In Clause 6(b), if and take immediate steps to obtain and thereafter maintain in full force and effect any Event additional authorisatlons which may become necessary or advisable, and comply with all conditions of Default has occurred, a full description of the nature and extent thereof and the action or steps taken each such authorisation; (or proposed to be taken) by the Borrower to remedy the same;
(vc) ensure that its obligations under any Facility Agremeent at all times its indebtedness under this Agreement ranks rank at least pari passu in all respects with all of its other unsecured and unsubordinated ---------- indebtedness obligations, with the exception of that which is preferred any indebtedness ranking senior solely by the operation of bankruptcylaw (and not by agreement); (d) execute, insolvency acknowledge, deliver, file, translate, notarise, legalise and other similar laws register at its own expense all such further agreements, instruments, certificates, documents and assurances and perform such acts as the law shall deem necessary or appropriate to give effect to the purposes of general application;
(vi) permit any Finance Document, and promptly provide the Lender and/or any person authorised by with evidence of the foregoing satisfactory in form and substance to the Lender; (e) supply to the Lender, upon simple request of the Lender 4 (includingi) as soon as they are available, but without limitation, an auditor or accountant appointed by it for such purpose) from time to time to have access to and inspect (a) all agreements, documents, in any event within 180 days after the end of each financial information, technical specifications and all other matters relating to the Project and (b) the books of account year of the Borrower and any of its subsidiariesSecurity Provider, respond forthwith to any reasonable queries or requests for information sought by such representative and discuss in good faith with such person any aspect as applicable, copies of the Project and/or relevant financial statements of the books Borrower and any Security Provider in respect of account such financial year audited and certified by a recognised firm of Independent auditors acceptable to the Lender; (ii) as soon as they are available, but in any event within 90 days after the end of each quarter of each financial year of the Borrower and any Security Provider, as applicable, copies of unaudited financial statements of the Borrower and any Security Provider, as applicable, prepared on a basis consistent with its audited financial statements, certified by a duly authorized financial officer of the Borrower or its subsidiaries;
(vii) maintain and procure that each of its subsidiaries shall maintain a system of books and records and a system of accounting established and administered in accordance with accounting principles generally accepted in Indonesia applied on a consistent basisthe relevant Security Provider, and set aside on its books all proper reserves as shall be required by such accounting principles;
(viii) cause all of its properties utilised in the Project or otherwise in the conduct of its business to be maintained and kept in good conditionapplicable, repair and working order, all as necessary to carry on the Borrower's business, and the Borrower shall maintain the conduct of its business consistent with that conducted upon its entering into this Agreement;
(ix) without prejudice to sub-clause (iv) above, deliver to the Lender details effect that such financial statements show a true and fair view of any litigation, arbitration or administrative proceedings relating to the Project or, as the case may be, which might have a material adverse effect upon the business and/or financial condition position of the Borrower or any the relevant Security Provider, as applicable, as at the end of, and the results of its subsidiaries and/or the ability of operations for, such financial quarter; and (iii) promptly on request, such other financial or other information relating to the Borrower to perform or comply with any of its obligations under any Transaction Document to which it is a party and or the ability of the Borrower to diligently and timeously complete the Project;
(x) promptly inform Security Provider as the Lender of the occurrence of any event which has or may have a material adverse effect upon the valuation of the Network Assets as set forth in any Valuation Report, the Collateral and/or the Real Property and, upon receipt of a written request to that effect from the Lender, confirm to the Lender that, save as previously notified to the Lender or as notified in such confirmation, no such event has occurred;
(xi) ensure that the issued and paid-up capital of the Borrower is, prior to the initial drawdown of the Facility, increased to Rp41,589,000,000;
(xii) ensure that all governmental licences and/or consents necessary in respect of the construction and operation of the NMT-450 Network by the Borrower are from time to time promptly obtained;
(xiii) promptly after the date hereof, report the execution of this Agreement to Bank Indonesia, the Ministry of Finance of the Republic of Indonesia and TOCL and file such reports regarding this Agreement (with a copy thereof promptly being sent to the Agent) as are required by Bank Indonesia, the Ministry of Finance of the Republic of Indonesia and TOCL;
(xiv) ensure that at all times and from time to time all the conditions contained in the Licence are fulfilled;
(xv) save as provided below, procure that the Guarantor and the Shareholders will continue directly to own in aggregate (legally and beneficially) one hundred per cent. (100%) of the shares of the Borrower and to control the Borrower. The Lender agrees with the Borrower that up to twenty-five per cent. (25%) of the shares of the Borrower may be transferred to a first class internationally recognised operator of telecommunication networks without any consent from the Lender but on condition that the Borrower shall forthwith notify the Lender of any advanced proposal therefor or actual decision in relation thereto. Furthermore, the Lender agrees with the Borrower that the Borrower shall be entitled from time to time to request the Lender to consent to further dilution of the shareholding interest of the Guarantor and the Shareholders in the Borrower;
(xvi) ensure that the appointment of process agents made in Clause 29.5 is at all times effective failing which the Lender shall at the cost and expense of the Borrower be entitled and is hereby authorised by the Borrower from time to time to appoint a replacement process agent by notice to the Borrower;
(xvii) provide from time to time and forthwith upon request therefor by the Lender reports in form and substance satisfactory to the Lender in respect of the construction of the NMT-450 Network and the progress of the Project generally;
(xviii) forthwith upon the establishment of the billing system and collection of subscribers' charges system of the Borrower (and the Borrower hereby expressly undertakes to procure that such systems are established by no later than 31 August, 1996), enter into the master assignment of sub-accounts in the form set out in Schedule Three ("MASTER ASSIGNMENT OF SUBACCOUNTS") and take all steps as are necessary or desirable in the reasonable opinion of the Lender to the perfect the Master Assignment of SubAccounts;
(xix) as soon as possible after the date hereof and, in any event, by no later than the date falling six (6) weeks after the date hereof, deliver to the Lender a copy of the Telkom Letter duly executed in form and substance satisfactory to the Lenderreasonably request; and
(xx) at any time prior to the use of any part of the Facility to discharge the Svenska Loan provide details satisfactory to the Lender of the Svenska Loan.7
Appears in 1 contract
Samples: Master Loan Agreement
Positive Undertakings. The Borrower undertakes and agrees with the Lender Bank that so long as any amount remains to be advanced and/or remains payable and/or any person is under any actual or contingent liability hereunder, throughout the Security Period it shall, and it shall procure that each of its Subsidiaries in the Charging Group shall, unless the Bank agrees Otherwise:
(ia) at all times comply with all laws and regulations applicable to it and which are required in relation to the conduct of its business, trade and activities as anticipated in the Business Plan and the New Business Plan and obtain, comply with each of the terms effect and conditions of, renew and do all that is necessary to maintain in full force and effect all authorisations, approvalsgovernmental and other regulatory consents, licences, consents, exemptions, registrationsclearances, recordingsfilings, filings or notarisations (and, where possible, promptly deliver certified true copies thereof to registrations and authorisations required for the Lender) to enable it lawfully to enter into, exercise its rights validity and perform the obligations expressed to be assumed by it under each Transaction Document to which it is a party and to ensure the legality, validity, enforceability and admissibility in evidence in Indonesia of each Transaction Document to which it is a party and to ensure the validity or priority any of the liabilities and obligations of the Borrower and the rights of the Lender thereunder. Furthermore, the Borrower undertakes and agrees with the Lender forthwith to take all such action as the Lender may from time to time notify to the Borrower to ensure the legality, validity, enforceability or admissibility in evidence in England and Singapore of each Transaction Document to which it is a party or to ensure the enforceability and priority thereof under the laws of England and/or SingaporeFinancing Documents;
(iib) that where it maintains its transmission and banking business in the United Kingdom with the Bank, it continues to maintain such business with the Bank throughout the Security Period PROVIDED THAT where companies in the Charging Group use other banks and building societies authorised by the Bank of England and the Building Societies Commission respectively for the purpose of receiving cash and transferring it to the Bank credit balances with each branch of each bank or building society may never exceed L5,000 (and the aggregate of all such credit balances may never exceed L250,000) and all such credit balances are transferred to the Bank at the end of each week during the Security Period;
(c) immediately upon request by the Bank permit that any one or more persons representing or instructed by the Bank, be allowed to have access to its assets, books and records and to inspect the same during normal business hours and it shall, promptly following the request of the Bank authorise and instruct any of its officers to discuss all such information relating to any of its financial condition, trading activities and prospects as the Bank may request;
(d) maintain insurances as are usually maintained by prudent companies carrying on similar businesses;
(e) use all practicable endeavours to procure that within 30 Business Days of the date of their appointment as auditors of the Borrower, the relative firm of chartered accountants shall deliver to the Bank a letter addressed to the Bank from such newly appointed Auditors in substantially the form set out in Schedule 6;
(f) take all steps to preserve its rights arising under any of the Acquisition Documents and New Acquisition Documents and in the event of any breach of any of the warranties and indemnities given thereunder by the Vendor the New Vendor, Regis Corporation or any other person promptly and at its own cost and expense take all practicable steps to enforce such rights;
(g) pay and discharge all Taxes and governmental charges before the date on which the same become overdue unless, and only to the extent that, such Taxes and charges shall be contested in good faith by appropriate proceedings, pending determination of which payment may lawfully be withheld, and there shall be set aside adequate reserves with respect to any such Taxes or charges so contested in accordance with Generally Accepted Accounting Principles;
(h) comply in all respects with all laws, regulations and directives relating Sections 151 to or regulating the ownership by it and each of its subsidiaries of their assets (including, without limitation, the Real Property, the Network Assets and all property or assets comprising the Collateral), the carrying on by it 158 of the business it engages in or proposes to engage in and the entry into and performance by it of the obligations expressed to be assumed by it in each Transaction Document to which it is a party;
(iii) maintain insurances on and Act including in relation to its business and assets with reputable underwriters or insurance companies against fire and such other risks and to such extent as is usual for companies carrying on a business such as that carried on by the Borrower and as is usual in respect execution of the nature Security Documents and the payment of the Project and it will punctually pay all premiums payable in respect of the said policies of insurance and submit to the Lender receipts for such payment. Such policies shall be in such amounts and shall contain such reasonable terms and provisions as shall be approved by the Lender including without limitation a provision that the insurer shall not terminate or cancel the insurance without giving the Lender at least thirty (30) days notice of termination or cancellation and such terms and provisions shall not be varied without the prior consent in writing of the Lender. In this respect, the Borrower agrees forthwith to deliver to the Lender the original of all policies or contracts of insurance entered into by it and will ensure that the Lender is named as loss payee (in a manner and on such terms as are satisfactory to the Lender) on each such policy or contract of insurance. In the event the Borrower fails to maintain insurance as provided hereunder, the Lender will have the right to have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender and until repayment shall be considered unpaid amounts due hereunder and bear interest accordingly;
(iv) promptly inform the Lender of the occurrence of any Event of Default and, upon receipt of a written request to that effect from the Lender, confirm to the Lender (by way of a certificate issued by an Authorised Signatory of the Borrower) that, save as previously notified to the Lender or as notified in such confirmation, no Event of Default has occurred or, if any Event of Default has occurred, a full description of the nature and extent thereof and the action or steps taken (or proposed to be taken) by the Borrower to remedy the same;
(v) ensure that at all times its indebtedness under this Agreement ranks at least pari passu with its other unsecured and unsubordinated ---------- indebtedness with the exception of that which is preferred by the operation of bankruptcy, insolvency and other similar laws of general application;
(vi) permit the Lender and/or any person authorised by the Lender (including, but without limitation, an auditor or accountant appointed by it for such purpose) from time to time to have access to and inspect (a) all agreements, documents, financial information, technical specifications and all other matters relating to the Project and (b) the books of account of the Borrower and any of its subsidiaries, respond forthwith to any reasonable queries or requests for information sought by such representative and discuss in good faith with such person any aspect of the Project and/or the books of account of the Borrower or its subsidiaries;
(vii) maintain and procure that each of its subsidiaries shall maintain a system of books and records and a system of accounting established and administered in accordance with accounting principles generally accepted in Indonesia applied on a consistent basis, and set aside on its books all proper reserves as shall be required by such accounting principles;
(viii) cause all of its properties utilised in the Project or otherwise in the conduct of its business to be maintained and kept in good condition, repair and working order, all as necessary to carry on the Borrower's business, and the Borrower shall maintain the conduct of its business consistent with that conducted upon its entering into this Agreement;
(ixi) without prejudice change the Target's accounting reference date from 31st December to sub-clause 30th June within 30 days after the date of this Agreement;
(ivj) abovechange SHL's and SSL's accounting reference date to 30th June within 30 days after the date of the Amendment and Restatement Agreement;
(k) enter into the Interest Rate Protection Agreements within 14 days after the Completion Date;
(l) within 14 days after the Completion Date, properly execute and deliver to the Lender details of any litigation, arbitration or administrative proceedings relating to Bank the Project or, as the case may be, which might have a material adverse effect upon the business and/or financial condition of the Borrower or any of its subsidiaries and/or the ability of the Borrower to perform or comply with any of its obligations under any Transaction Document to which it is a party and or the ability of the Borrower to diligently and timeously complete the ProjectKeyman Insurance Assignment;
(xm) promptly inform the Lender of the occurrence of any event which has or may have a material adverse effect upon the valuation of the Network Assets as set forth in any Valuation Report, the Collateral and/or the Real procure that all necessary assignments and other consents relating to Property and, upon receipt of a written request to that effect from the Lender, confirm to the Lender that, save as previously notified to the Lender or as notified in such confirmation, no such event has occurredare obtained expeditiously;
(xin) ensure procure that the issued equivalent pension arrangements and paid-up capital of the Borrower is, prior to the initial drawdown of the Facility, increased to Rp41,589,000,000;
(xii) ensure that all governmental licences and/or consents necessary death in respect of the construction and operation of the NMT-450 Network service benefits enjoyed by those employees previously employed by the Borrower New Vendor and now employed by SHL or SSL are from time to time promptly obtainedmaintained throughout the duration of their employment with SHL or SSL;
(xiii) promptly after the date hereof, report the execution of this Agreement to Bank Indonesia, the Ministry of Finance of the Republic of Indonesia and TOCL and file such reports regarding this Agreement (with a copy thereof promptly being sent to the Agent) as are required by Bank Indonesia, the Ministry of Finance of the Republic of Indonesia and TOCL;
(xiv) ensure that at all times and from time to time all the conditions contained in the Licence are fulfilled;
(xv) save as provided below, procure that the Guarantor and the Shareholders will continue directly to own in aggregate (legally and beneficially) one hundred per cent. (100%) of the shares of the Borrower and to control the Borrower. The Lender agrees with the Borrower that up to twenty-five per cent. (25%) of the shares of the Borrower may be transferred to a first class internationally recognised operator of telecommunication networks without any consent from the Lender but on condition that the Borrower shall forthwith notify the Lender of any advanced proposal therefor or actual decision in relation thereto. Furthermore, the Lender agrees with the Borrower that the Borrower shall be entitled from time to time to request the Lender to consent to further dilution of the shareholding interest of the Guarantor and the Shareholders in the Borrower;
(xvi) ensure that the appointment of process agents made in Clause 29.5 is at all times effective failing which the Lender shall at the cost and expense of the Borrower be entitled and is hereby authorised by the Borrower from time to time to appoint a replacement process agent by notice to the Borrower;
(xvii) provide from time to time and forthwith upon request therefor by the Lender reports in form and substance satisfactory to the Lender in respect of the construction of the NMT-450 Network and the progress of the Project generally;
(xviii) forthwith upon the establishment of the billing system and collection of subscribers' charges system of the Borrower (and the Borrower hereby expressly undertakes to procure that such systems are established by no later than 31 August, 1996), enter into the master assignment of sub-accounts in the form set out in Schedule Three ("MASTER ASSIGNMENT OF SUBACCOUNTS") and take all steps as are necessary or desirable in the reasonable opinion of the Lender to the perfect the Master Assignment of SubAccounts;
(xix) as soon as possible after the date hereof and, in any event, by no later than the date falling six (6) weeks after the date hereof, deliver to the Lender a copy of the Telkom Letter duly executed in form and substance satisfactory to the Lender; and
(xx) at any time prior to the use of any part of the Facility to discharge the Svenska Loan provide details satisfactory to the Lender of the Svenska Loan.
Appears in 1 contract
Samples: Credit Agreement (Regis Corp)
Positive Undertakings. The Borrower undertakes and agrees with the Lender that so long as any amount remains to be advanced and/or remains payable and/or any person is under any actual or contingent liability hereunder, it shallEach Obligor will:
(ia) (corporate existence) in the case of a company, maintain its corporate existence and its registration in the place of its registration as at the date of the Finance Document and not relocate its principal place of business outside New Zealand;
(b) (cancellation) not cause or permit any Finance Document entered into to be repudiated, rescinded, cancelled or terminated, and not abandon or settle, compromise or discontinue or become non-suited in respect of any right against any person under or in respect of any Finance Document without the Lender’s prior written consent;
(c) (sales) not sell nor agree to sell any part of the Secured Property or the Development nor grant any rights of occupation other than for full market value and on reasonable commercial terms and, if so required by the Lender, in compliance with conditions and requirements (including sale prices and application of deposits paid) specified by the Lender;
(d) (purpose) in the case of the Borrower, use the Loan (including its proceeds) only for the Purpose;
(e) (comply with laws) promptly comply with and observe all applicable laws and directives;
(f) (avoid Environmental Liability) maintain procedures to monitor its compliance with Environmental Law, and take whatever action the Lender reasonably requires to avoid any related liability where failure to do so, in the Lender’s opinion, would have or be likely to have a Material Adverse Effect;
(g) (Authorisations) obtain, comply with each of the terms and conditions of, renew and do all that is necessary to maintain in full force and effect any Authorisation required to comply with its obligations under the Finance Documents, or for the ownership, use or operation of the Secured Property;
(h) (pay Taxes and outgoings) subject to clause 8(b) file all authorisationsTax returns as required by law, approvalsand pay and discharge all Taxes, licencesrates, consents, exemptions, registrations, recordings, filings assessments and outgoings on it or notarisations (and, against its property where possible, promptly deliver certified true copies thereof due except only to the Lenderextent that such Taxes, rates, assessments and outgoings are being contested in good faith by appropriate proceedings and adequate resources are set aside (and maintained) for their payment;
(i) (anti-money laundering documentation) supply or procure the supply of, documentation and other evidence reasonably requested by the Lender which is required to enable it lawfully to enter intosatisfy or comply with the “know your customer”, exercise its rights and perform the obligations expressed to be assumed by it under each Transaction Document to which it is a party and to ensure the legality, validity, enforceability and admissibility in evidence in Indonesia of each Transaction Document to which it is a party and to ensure the validity “know your client” or priority “client vetting” procedures of the liabilities and obligations of the Borrower and the rights Lender, any related parties of the Lender thereunder. Furthermore, the Borrower undertakes and agrees or any potential assignee or potential sub-participant or any other person who is considering contracting with the Lender forthwith to or in connection with a Finance Document;
(j) (GST refunds) promptly lodge each claim for a refund of the GST component of the costs of the Development and take all such action as necessary steps to prevent any delay to the payment of the GST refund by Inland Revenue;
(k) (GST returns) at any time requested in writing by the Lender, complete to the satisfaction of the Lender may from time (in its sole discretion), execute and provide to time notify the Lender a document which authorises refunds of GST due to the Borrower to be paid to a nominated bank account;
(l) (conduct of business) conduct its business properly and efficiently, in a prudent and business-like manner;
(m) (records) keep proper records and accounts (and prepare accounts in accordance with Accounting Standards);
(n) (financial statements) ensure that the legalityfinancial statements of the Borrower, validityand the Borrower and its subsidiaries (if any), enforceability or admissibility at any time delivered to the Lender:
(i) are prepared in evidence in England and Singapore of each Transaction Document to which it is a party or to ensure the enforceability and priority thereof under the laws of England and/or Singaporeaccordance with Accounting Standards;
(ii) comply in all respects with all laws, regulations give a true and directives relating to or regulating the ownership by it and each fair view of its subsidiaries of their assets (includingfinancial position and operations as at the date, without limitation, and for the Real Property, the Network Assets and all property or assets comprising the Collateral), the carrying on by it of the business it engages in or proposes to engage in and the entry into and performance by it of the obligations expressed to be assumed by it in each Transaction Document period to which it is a partythe financial statements relate;
(iii) maintain insurances on and in relation together with the notes to its business and assets with reputable underwriters them, disclose all liabilities (actual or insurance companies against fire and such other risks and to such extent as is usual for companies carrying on a business such as that carried on by the Borrower and as is usual in respect of the nature of the Project and it will punctually pay all premiums payable in respect of the said policies of insurance and submit to the Lender receipts for such payment. Such policies shall be in such amounts and shall contain such reasonable terms and provisions as shall be approved by the Lender including without limitation a provision that the insurer shall not terminate or cancel the insurance without giving the Lender at least thirty (30contingent) days notice of termination or cancellation and such terms and provisions shall not be varied without the prior consent in writing of the Lender. In this respect, the Borrower agrees forthwith to deliver to the Lender the original of all policies or contracts of insurance entered into by it and will ensure that the Lender is named as loss payee (in a manner and on such terms as are satisfactory to the Lender) on each such policy or contract of insurance. In the event the Borrower fails to maintain insurance as provided hereunder, the Lender will have the right to have such insurance effected at the cost of the Borrower and all moneys paid by the Lender in respect of such insurances shall on demand be repaid to the Lender and until repayment shall be considered unpaid amounts due hereunder and bear interest accordingly;its subsidiaries (if any); and
(iv) promptly inform are prepared and delivered to all relevant persons within the period in which they are required by law or under any agreement to be delivered.
(o) (maintain assets) maintain all of its physical assets in good state of repair and in good working order and condition (fair wear and tear excepted);
(p) (Event of Default) notify the Lender of the occurrence of any Event of Default and, upon receipt of a written request to that effect from the Lender, confirm to the Lender (by way of a certificate issued by an Authorised Signatory of the Borrower) that, save as previously notified to the Lender or as notified in such confirmation, no Event of Default has occurred or, if any Event of Default has occurred, a full description of the nature and extent thereof and the action or steps taken (or proposed to be taken) by the Borrower to remedy the same;
(v) ensure that at all times its indebtedness under this Agreement ranks at least pari passu with its other unsecured and unsubordinated ---------- indebtedness with the exception of that which is preferred by the operation of bankruptcy, insolvency and other similar laws of general application;
(vi) permit the Lender and/or any person authorised by the Lender (including, but without limitation, an auditor or accountant appointed by it for such purpose) from time to time to have access to and inspect (a) all agreements, documents, financial information, technical specifications and all other matters relating to the Project and (b) the books of account of the Borrower and any of its subsidiaries, respond forthwith to any reasonable queries event or requests for information sought by such representative and discuss in good faith with such person any aspect of the Project and/or the books of account of the Borrower or its subsidiaries;
(vii) maintain and procure that each of its subsidiaries shall maintain a system of books and records and a system of accounting established and administered in accordance with accounting principles generally accepted in Indonesia applied on a consistent basis, and set aside on its books all proper reserves as shall be required by such accounting principles;
(viii) cause all of its properties utilised in the Project or otherwise in the conduct of its business to be maintained and kept in good condition, repair and working order, all as necessary to carry on the Borrower's business, and the Borrower shall maintain the conduct of its business consistent with that conducted upon its entering into this Agreement;
(ix) without prejudice to sub-clause (iv) above, deliver to the Lender details of any litigation, arbitration or administrative proceedings relating to the Project or, as the case may be, circumstance which might have a material adverse effect upon the business and/or financial condition of the Borrower or any of its subsidiaries and/or the ability of the Borrower to perform or comply with any of its obligations under any Transaction Document to which it is a party and or the ability of the Borrower to diligently and timeously complete the Project;
(x) promptly inform the Lender of the occurrence of any event which has or may have a material adverse effect on it, immediately upon the valuation becoming aware of the Network Assets as set forth in any Valuation Report, the Collateral and/or the Real Property and, upon receipt of a written request to that effect from the Lender, confirm to the Lender that, save as previously notified to the Lender or as notified in such confirmation, no such event has occurred;
(xi) ensure that the issued and paid-up capital of the Borrower is, prior to the initial drawdown of the Facility, increased to Rp41,589,000,000;
(xii) ensure that all governmental licences and/or consents necessary in respect of the construction and operation of the NMT-450 Network by the Borrower are from time to time promptly obtained;
(xiii) promptly after the date hereof, report the execution of this Agreement to Bank Indonesia, the Ministry of Finance of the Republic of Indonesia and TOCL and file such reports regarding this Agreement (with a copy thereof promptly being sent to the Agent) as are required by Bank Indonesia, the Ministry of Finance of the Republic of Indonesia and TOCL;
(xiv) ensure that at all times and from time to time all the conditions contained in the Licence are fulfilled;
(xv) save as provided below, procure that the Guarantor and the Shareholders will continue directly to own in aggregate (legally and beneficially) one hundred per cent. (100%) of the shares of the Borrower and to control the Borrower. The Lender agrees with the Borrower that up to twenty-five per cent. (25%) of the shares of the Borrower may be transferred to a first class internationally recognised operator of telecommunication networks without any consent from the Lender but on condition that the Borrower shall forthwith notify the Lender of any advanced proposal therefor or actual decision in relation thereto. Furthermore, the Lender agrees with the Borrower that the Borrower shall be entitled from time to time to request the Lender to consent to further dilution of the shareholding interest of the Guarantor and the Shareholders in the Borrower;
(xvi) ensure that the appointment of process agents made in Clause 29.5 is at all times effective failing which the Lender shall at the cost and expense of the Borrower be entitled and is hereby authorised by the Borrower from time to time to appoint a replacement process agent by notice to the Borrower;
(xvii) provide from time to time and forthwith upon request therefor by the Lender reports in form and substance satisfactory to the Lender in respect of the construction of the NMT-450 Network and the progress of the Project generally;
(xviii) forthwith upon the establishment of the billing system and collection of subscribers' charges system of the Borrower (and the Borrower hereby expressly undertakes to procure that such systems are established by no later than 31 August, 1996), enter into the master assignment of sub-accounts in the form set out in Schedule Three ("MASTER ASSIGNMENT OF SUBACCOUNTS") and take all steps as are necessary or desirable in the reasonable opinion of the Lender to the perfect the Master Assignment of SubAccounts;
(xix) as soon as possible after the date hereof and, in any event, by no later than the date falling six (6) weeks after the date hereof, deliver to the Lender a copy of the Telkom Letter duly executed in form and substance satisfactory to the Lenderit; and
(xxq) (access and inspection) ensure that its business, financial records and property and available for inspection at any time prior to the use of any part of the Facility to discharge the Svenska Loan provide details satisfactory to reasonable times by the Lender of and persons acting on the Svenska LoanLender’s behalf, and give reasonable assistance to them and allow them to inspect and copy extracts from its business and financial records.
Appears in 1 contract
Samples: Loan Agreement
