Common use of UNDERTAKINGS BY THE BORROWER Clause in Contracts

UNDERTAKINGS BY THE BORROWER. The Borrower undertakes to the Scottish Ministers that throughout the Loan Period it shall: 10.1 deliver to the Scottish Ministers such information as the Scottish Ministers may reasonably require including the following: 10.1.1 any changes in key personnel or office bearers of the Borrower; 10.1.2 monthly financial reports including a profit and loss, balance sheet and actual cashflow against budget (to be submitted within one month of the end of the relevant month and in a format acceptable to the Scottish Ministers), such monthly financial reports to include details of the Permitted Fees and all details in relation thereto; 10.1.3 annual audited accounts to be received no later than nine months after the end of the relevant financial year, other than for the year ended 31 December 2016 which shall be received by 31 March 2018; 10.1.4 within 30 days after the beginning of each financial year an updated Business Plan which includes an updated Financial Model; 10.1.5 as soon as reasonably practicable after the same become available (but in any event within 30 days of the month end to which the management accounts relate) management accounts, such management accounts to be accompanied by commentary in reasonable detail on the financial performance of the Borrower, a build update report on the build out of vessels 801 and 802 plus cost overruns and other issues, details of cost estimations in connection therewith and any such other information as relevant to the delivery of the vessels and to the running of the business. 10.1.6 an annual operating budget consistent with the Financial Model within 30 days after the beginning of each financial year. 10.2 maintain its existence and carry on its activities in accordance with its constitutional documents substantially in the form carried on as at the date of this Agreement and obtain and maintain in force all licences, consents, permits and insurances necessary for its business and assets; 10.3 not amend its constitutional documents without the prior written consent of the Scottish Ministers, which consent shall not be unreasonably withheld 10.4 take all steps and actions for the purpose of perfecting and giving effect to the terms hereof; 10.5 not acquire any company or any shares in any company or create any Subsidiary nor enter into any partnership or joint venture with any party without the consent of the Scottish Ministers (such consent not to be unreasonably withheld or delayed); 10.6 supply to the Scottish Ministers promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending, and which might, if adversely determined, have a material adverse effect on the financial condition of the Borrower or on the ability of the Borrower to perform its obligations under this Agreement; 10.7 immediately upon becoming aware of it, inform the Scottish Ministers of the occurrence of an Event of Default or Potential Event of Default (and the steps, if any, being taken to remedy it); 10.8 not incur any Financial Indebtedness other than Permitted Financial Indebtedness; 10.9 operate each Account and any other bank account held by it in accordance with the Financial Transparency (EC) Regulations 2009; 10.10 save in each case for Permitted Fees, not to pay, make or declare any dividend, other distribution, management fees or equivalent or pay any interest on unpaid dividends, distributions management fees or equivalents or any other sums intended to act as distributions or payment of fees to any of its shareholders; 10.11 not to create or attempt to create or allow to be created or to exist any security, charge (whether fixed or floating) or lien of any kind without the prior written consent of the Scottish Ministers, other than a Permitted Security Right; 10.12 not to make any loans or advance or enter into any guarantee or indemnity other than in the ordinary course of business unless with the prior consent of the Scottish Ministers; 10.13 not to change the nature of the business undertaken by it from that undertaken as at the date of this Agreement; 10.14 promptly upon a request by the Scottish Ministers, supply to the Scottish Ministers a certificate signed by two of its directors or senior officers on its behalf certifying that no Event of Default is continuing (or if an Event of Default is continuing, specifying the Event of Default and the steps, if any, being taken to remedy it);

UNDERTAKINGS BY THE BORROWER. The Borrower undertakes and/or FMEL (as the context so requires) undertake (for themselves and each other Obligor) to the Scottish Ministers that throughout the Loan Period it shall: 10.1 11.1 deliver to the Scottish Ministers such information as the Scottish Ministers may reasonably require including the following: 10.1.1 11.1.1 any changes in key personnel or office bearers of FMEL, with FMEL undertaking to maintain adequate senior management commensurate with the senior management in place as at the date of this Agreement at all times; 11.1.2 [REDACTED] 11.1.3 [REDACTED] 11.1.4 [REDACTED] 11.1.5 [REDACTED] 11.1.6 [REDACTED] 11.1.7 [REDACTED] 11.2 on reasonable request, following the expiry of a reasonable period of notice and no more than: 11.2.1 once in any rolling period of 20 Business Days during the period from the date of this Agreement until the date that the Available Facility has been fully drawn by the Borrower;; or 10.1.2 monthly financial reports including a profit and loss, balance sheet and actual cashflow against budget (to be submitted within one month of the end of the relevant month and 11.2.2 once in a format acceptable to the Scottish Ministers), such monthly financial reports to include details of the Permitted Fees and all details in relation thereto; 10.1.3 annual audited accounts to be received no later than nine months after the end of the relevant financial year, other than for the year ended 31 December 2016 which shall be received by 31 March 2018; 10.1.4 within 30 days after the beginning any quarter of each financial year an updated Business Plan which includes an updated Financial Model; 10.1.5 as soon as reasonably practicable after the same become available (but in any event within 30 days of the month end to which Borrower at any time during the management accounts relate) management accounts, such management accounts to be accompanied period from the date that the Available Facility has been fully drawn by commentary in reasonable detail on the financial performance of Borrower until the Borrower, a build update report on the build out of vessels 801 and 802 plus cost overruns and other issues, details of cost estimations in connection therewith and any such other information as relevant to the delivery of the vessels and to the running of the business.Final Repayment Date, 10.1.6 an annual operating budget consistent with the Financial Model within 30 days after the beginning of each financial year. 10.2 11.3 maintain its existence and carry on its activities in accordance with its constitutional documents substantially in the form carried on as at the date of this Agreement and obtain and maintain in force all licences, consents, permits and insurances necessary for its business and assets; 10.3 11.4 not amend its constitutional documents without the prior written consent of the Scottish Ministers, which consent shall not be unreasonably withheld; 10.4 11.5 take all steps and actions for the purpose of perfecting and giving effect to the terms hereof; 10.5 not acquire any company or any shares in any company or create any Subsidiary nor enter into any partnership or joint venture with any party without the consent of the Scottish Ministers (such consent not to be unreasonably withheld or delayed);11.6 [REDACTED] 10.6 supply to the Scottish Ministers promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending, and which might, if adversely determined, have a material adverse effect on the financial condition of the Borrower or on the ability of the Borrower to perform its obligations under this Agreement;11.7 [REDACTED] 10.7 11.8 immediately upon becoming aware of it, inform the Scottish Ministers of the occurrence of an Event of Default or Potential Event of Default (and the steps, if any, being taken to remedy it); 10.8 11.9 not incur any Financial Indebtedness other than Permitted Financial Indebtedness; 10.9 11.10 operate each Account and any other bank account held by it in accordance with the Financial Transparency (EC) Regulations 2009; 10.10 save in each case for Permitted Fees, not to pay, make or declare any dividend, other distribution, management fees or equivalent or pay any interest on unpaid dividends, distributions management fees or equivalents or any other sums intended to act as distributions or payment of fees to any of its shareholders;11.11 [REDACTED] 10.11 11.12 not to create or attempt to create or allow to be created or to exist any security, charge (whether fixed or floating) or lien of any kind without the prior written consent of the Scottish Ministers, other than a Permitted Security Right; 10.12 11.13 not to make any loans or advance or enter into any guarantee or indemnity other than in the ordinary course of business unless with the prior consent of the Scottish Ministers; 10.13 not to change the nature of the business undertaken by it from that undertaken as at the date of 11.14 [REDACTED] this Agreement; 10.14 11.15 promptly upon a request by the Scottish Ministers, supply to the Scottish Ministers a certificate signed by two of its directors or senior officers on its behalf certifying that no Event of Default is continuing (or if an Event of Default is continuing, specifying the Event of Default and the steps, if any, being taken to remedy it); 11.16 notify the Scottish Ministers in writing of any actual or threatened claim against it in respect of an alleged breach of Environmental Law or remedial obligation or liability under such law which could, if well-founded, (1) have a Material Adverse Effect or (2) constitute a material liability of the Group (which shall be judged solely by the Scottish Ministers acting reasonably); 11.17 indemnify the Scottish Ministers against all costs and expenses suffered or properly incurred by them which arise as a result of (1) any actual or threatened breach of Environmental Law, (2) any actual or threatened release of or exposure to a Dangerous Substance on, at or from the premises or operations of FMEL or (3) any actual or threatened claim referred to in paragraph 11.15 above whether such claim has a Material Adverse Effect or not; 11.18 not make any Disposal, or agree to do so, other than in the ordinary course of its business whether absolutely or in security; 11.19 maintain all of its assets in a good state or repair and maintenance and in good working order; 11.20 comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents; 11.21 [REDACTED] 11.22 [REDACTED]

UNDERTAKINGS BY THE BORROWER. The Borrower undertakes to the Scottish Ministers that throughout the Loan Period it shall: 10.1 deliver to the Scottish Ministers such information as the Scottish Ministers may reasonably require including the following: 10.1.1 any changes in key personnel or office bearers of the Borrower; 10.1.2 monthly financial reports including a profit and loss, balance sheet and actual cashflow against budget (to be submitted within one month of the end of the relevant month and in a format acceptable to the Scottish Ministers), such monthly financial reports to include details of the Permitted Fees and all details in relation thereto; 10.1.3 annual audited accounts to be received no later than nine months after the end of the relevant financial year, other than for the year ended 31 December 2016 [Redacted-9] which shall be received by 31 March 2018[Redacted-10]; 10.1.4 within 30 days after the beginning of each financial year an updated Business Plan which includes an updated Financial Model; 10.1.5 as soon as reasonably practicable after the same become available (but in any event within 30 days of the month end to which the management accounts relate) management accounts, such management accounts to be accompanied by commentary in reasonable detail on the financial performance of the Borrower, a build update report on the build out of vessels 801 and 802 plus cost overruns and other issues, details of cost estimations [Redacted-11] in connection therewith and any such other information as relevant to the delivery of the vessels and to the running of the business[Redacted-12]. 10.1.6 an annual operating budget consistent with the Financial Model within 30 days after the beginning of each financial year. 10.2 maintain its existence and carry on its activities in accordance with its constitutional documents substantially in the form carried on as at the date of this Agreement and obtain and maintain in force all licences, consents, permits and insurances necessary for its business and assets; 10.3 not amend its constitutional documents without the prior written consent of the Scottish Ministers, which consent shall not be unreasonably withheld 10.4 take all steps and actions for the purpose of perfecting and giving effect to the terms hereof; 10.5 not acquire any company or any shares in any company or create any Subsidiary nor enter into any partnership or joint venture with any party without the consent of the Scottish Ministers (such consent not to be unreasonably withheld or delayed)[Redacted-13]; 10.6 supply to the Scottish Ministers promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending, and which might, if adversely determined, have a material adverse effect on the financial condition of the Borrower or on the ability of the Borrower to perform its obligations under this Agreement; 10.7 immediately upon becoming aware of it, inform the Scottish Ministers of the occurrence of an Event of Default or Potential Event of Default (and the steps, if any, being taken to remedy it); 10.8 not incur any Financial Indebtedness other than Permitted Financial Indebtedness; 10.9 operate each Account and any other bank account held by it in accordance with the Financial Transparency (EC) Regulations 2009; 10.10 save in each case for Permitted Fees, not to pay, make or declare any dividend, other distribution, management fees or equivalent or pay any interest on unpaid dividends, distributions management fees or equivalents or any other sums intended to act as distributions or payment of fees to any of its shareholders[Redacted-14]; 10.11 not to create or attempt to create or allow to be created or to exist any security, charge (whether fixed or floating) or lien of any kind without the prior written consent of the Scottish Ministers, other than a Permitted Security Right; 10.12 not to make any loans or advance or enter into any guarantee or indemnity other than in the ordinary course of business unless with the prior consent of the Scottish Ministers; 10.13 not to change the nature of the business undertaken by it from that undertaken as at the date of this Agreement; 10.14 promptly upon a request by the Scottish Ministers, supply to the Scottish Ministers a certificate signed by two of its directors or senior officers on its behalf certifying that no Event of Default is continuing (or if an Event of Default is continuing, specifying the Event of Default and the steps, if any, being taken to remedy it);

UNDERTAKINGS BY THE BORROWER. The Borrower undertakes to the Scottish Ministers that throughout the Loan Period it shall: 10.1 deliver to the Scottish Ministers such information as the Scottish Ministers may reasonably require including the following: 10.1.1 any changes in key personnel or office bearers of the Borrower; 10.1.2 monthly financial reports including a profit and loss, balance sheet and actual cashflow against budget (to be submitted within one month of the end of the relevant month and in a format acceptable to the Scottish Ministers), such monthly financial reports to include details of the Permitted Fees and all details in relation thereto; 10.1.3 annual audited accounts to be received no later than nine months after the end of the relevant financial year, other than for the year ended 31 December 2016 [Redacted-10] which shall be received by 31 March 2018;[Redacted-11] 10.1.4 within 30 days after the beginning of each financial year an updated Business Plan which includes an updated Financial Model; 10.1.5 as soon as reasonably practicable after the same become available (but in any event within 30 days of the month end to which the management accounts relate) management accounts, such management accounts to be accompanied by commentary in reasonable detail on the financial performance of the Borrower, a build update report on the build out of vessels 801 and 802 plus cost overruns and other issues, details of cost estimations [Redacted-12] in connection therewith and any such other information as relevant to the delivery of the vessels and to the running of the business.[Redacted-13] 10.1.6 an annual operating budget consistent with the Financial Model within 30 days after the beginning of each financial year. 10.2 maintain its existence and carry on its activities in accordance with its constitutional documents substantially in the form carried on as at the date of this Agreement and obtain and maintain in force all licences, consents, permits and insurances necessary for its business and assets; 10.3 not amend its constitutional documents without the prior written consent of the Scottish Ministers, which consent shall not be unreasonably withheld 10.4 take all steps and actions for the purpose of perfecting and giving effect to the terms hereof; 10.5 not acquire any company or any shares in any company or create any Subsidiary nor enter into any partnership or joint venture with any party without the consent of the Scottish Ministers (such consent not to be unreasonably withheld or delayed); 10.6 supply to the Scottish Ministers promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending, and which might, if adversely determined, have a material adverse effect on the financial condition of the Borrower or on the ability of the Borrower to perform its obligations under this Agreement; 10.7 immediately upon becoming aware of it, inform the Scottish Ministers of the occurrence of an Event of Default or Potential Event of Default (and the steps, if any, being taken to remedy it); 10.8 not incur any Financial Indebtedness other than Permitted Financial Indebtedness; 10.9 operate each Account and any other bank account held by it in accordance with the Financial Transparency (EC) Regulations 2009; 10.10 save in each case for Permitted Fees, not to pay, make or declare any dividend, other distribution, management fees or equivalent or pay any interest on unpaid dividends, distributions management fees or equivalents or any other sums intended to act as distributions or payment of fees to any of its shareholders; 10.11 not to create or attempt to create or allow to be created or to exist any security, charge (whether fixed or floating) or lien of any kind without the prior written consent of the Scottish Ministers, other than a Permitted Security Right; 10.12 not to make any loans or advance or enter into any guarantee or indemnity other than in the ordinary course of business unless with the prior consent of the Scottish Ministers; 10.13 not to change the nature of the business undertaken by it from that undertaken as at the date of this Agreement; 10.14 promptly upon a request by the Scottish Ministers, supply to the Scottish Ministers a certificate signed by two of its directors or senior officers on its behalf certifying that no Event of Default is continuing (or if an Event of Default is continuing, specifying the Event of Default and the steps, if any, being taken to remedy it);