Common use of UK Financial Assistance Clause in Contracts

UK Financial Assistance. (a) Within seventy-five (75) days after the Effective Date, the UK Borrower and Pipe shall (a) complete the financial assistance whitewash procedures under sections 155-159 of the Companies Act (the “UK Whitewash Procedures”) and (b) provide to the Administrative Agent evidence thereof which evidence shall include: (i) certified copies of an auditor’s engagement letter from Deloitte & Touche LLP in form and substance the same as referred to in Section 4.01, (ii) a certified copy of the minutes of or written resolution of each of the UK Borrower and Pipe together with copies any other board and shareholder resolutions approving and authorizing the giving of financial assistance in connection with the Transactions in compliance with the provisions of Sections 151 to 158 (inclusive) of the Companies Act, (iii) the statutory declarations made for the purpose of section 155 of the Companies Act in the prescribed form by all of the directors of each of the UK Borrower and Pipe, (iv) a certified copy of the statutory auditors’ report by Deloitte & Touche as auditors for the UK Borrower and Pipe as required under section 156(4) of the Act, (v) non-statutory auditors report in the form of FRAG 26/94 (unamended), (vi) the net assets letter (addressed to the Agents specified by the Administrative Agent) for each of the UK Borrower and Pipe in the form contained in the auditor’s engagement letter referred to at subparagraph (i) above, (vii) copies of the UK Borrower and Pipe’s register of directors and shareholders, and (ix) any other documents relating to the financial assistance procedures to be undertaken by the UK Borrower and Pipe in accordance with this Agreement or reasonably required by the Administrative Agent from the UK Borrower and/or Pipe in connection with the giving of financial assistance in connection with the Transactions (collectively, the “UK Financial Assistance Documents”); (b) Execute and deliver to the Applicable Agents a Loan Party Joinder Agreement; (c) Execute and deliver to the UK Collateral Agent the UK Security Agreements, the Charge Over Accounts and the Bond and Floating Charge; and (d) Without limiting the foregoing, the UK Borrower and Pipe will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Applicable Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Applicable Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties.