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We also confirm. (a) that no Obligor Default has occurred and is continuing; (b) that the Security Group is in compliance with the Hedging Policy; (c) that this Compliance Certificate is accurate in all material respects; (d) that the amount of any Distribution made since the date of the previous Compliance Certificate (or, if none, the Initial Issue Date) is £53.7 million; • December 2015: £38.6 million Interim Dividend; and 15.1 million Interest on Shareholders’ Loan (e) There has been no acquisition or disposal of Subsidiaries or interests in any Permitted Joint Venture by any member of the Security Group and of any company or business or material disposals by any member of the Security Group, in each case since the previously delivered Compliance Certificate (or, if none, the Initial Issue Date); (f) that: (A) the aggregate of the Gross Assets of the Guarantors taken as a whole is equal to or exceeds 80% of the Gross Assets of the Security Group; and (B) the aggregate of the amount of EBITDA attributable to each Guarantor is equal to or exceeds 80% of the EBITDA of the Security Group. Yours faithfully, ................................................................ ................................................................. Xxxxxxx Xxxxxxx, Director Xxxx Xxxxxxxx, Director For and on behalf of
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We also confirm. (a) that, other than in respect of any Obligor Event of Default provided in clause 4.4 of the Amendment and Waiver Deed, arising as a result of a COVID-19 Event (as defined in the Amendment and Waiver Deed) (which has been waived for the duration of the Waiver Period), no Obligor Default has occurred or is continuing; (b) that the Security Group is in compliance with the Hedging Policy; (c) that this Compliance Certificate is accurate in all material respects; (d) that there has been no Distribution made since the date of the previous Compliance Certificate; (e) There have been no other acquisitions or disposals of Subsidiaries or interests in any Permitted Joint Venture by any member of the Security Group and of any company or business or material disposals by any member of the Security Group, in each case since the previously delivered Compliance Certificate (or, if none, the Initial Issue Date); (f) that: (A) the aggregate of the Gross Assets of the Guarantors taken as a whole is equal to or exceeds 80% of the Gross Assets of the Security Group; and (B) the aggregate of the amount of EBITDA attributable to each Guarantor is equal to or exceeds 80% of the EBITDA of the Security Group.
We also confirm. (a) that no Obligor Default has occurred and is continuing; (b) that the Security Group is in compliance with the Hedging Policy; (c) that this Compliance Certificate is accurate in all material respects; (d) that the amount of any Distribution made since the date of the previous Compliance Certificate (or, if none, the Initial Issue Date) is £62.1 million;
We also confirm. (a) that no Obligor Default has occurred and is continuing; (b) that the Security Group is in compliance with the Hedging Policy; (c) that this Compliance Certificate is accurate in all material respects; (d) that the amount of any Distribution made since the date of the previous Compliance Certificate (or, if none, the Initial Issue Date) is £689.5 million; • December 2017: £55.3 million Interim Dividend; and • March 2018: £619.1 million Dividend to Manchester Airport Finance Holdings Limited to offset amounts owed by Manchester Airport Finance Holdings Limited and its parent Manchester Airport Holdings Limited to Manchester Airport Group Investments Limited relating to previous distributions paid on their respective behalves. 15.1 million Interest on Shareholders’ Loan (e) On 5 December 2017 Manchester Airport Group Investments Limited entered into an agreement to sell its entire shareholdings in Bournemouth International Airport Limited (“BIAL)”and its subsidiaries to Regional and City Airports Holdings Limited, a subsidiary of Xxxxx Group plc. Bournemouth International Airport had annual passenger volumes of
We also confirm. (a) that no Obligor Default has occurred and is continuing; (b) that the Security Group is in compliance with the Hedging Policy; (c) that this Compliance Certificate is accurate in all material respects; (d) that the amount of any Distribution made since the date of the previous Compliance Certificate (or, if none, the Initial Issue Date) is £70 million; (e) There has been no cquisition or disposal of Subsidiaries or interests in any Permitted Joint Venture by any member of the Security Group and of any company or business or material disposals by any member of the Security Group, in each case since the previously delivered Compliance Certificate (or, if none, the Initial Issue Date); (f) that: (A) the aggregate of the Gross Assets of the Guarantors taken as a whole is equal to or exceeds 80% of the Gross Assets of the Security Group; and (B) the aggregate of the amount of EBITDA attributable to each Guarantor is equal to or exceeds 80% of the EBITDA of the Security Group; and Yours faithfully, ................................................................
We also confirm. (a) that, other than in respect of any Obligor Event of Default provided in clause 4.4 of the Amendment and Waiver Deed, arising as a result of a COVID-19 Event (as defined in the Amendment and Waiver Deed) (which has been waived for the duration of the Waiver Period), no Obligor Default has occurred or is continuing; (b) that the Security Group is in compliance with the Hedging Policy; (c) that this Compliance Certificate is accurate in all material respects; (d) that there has been no Distribution made since the date of the previous Compliance Certificate; (e) There have been no other acquisitions or disposals of Subsidiaries or interests in any Permitted Joint Venture by any member of the Security Group and of any company or business or material disposals by any member of the Security Group, in each case since the previously delivered Compliance Certificate (or, if none, the Initial Issue Date), other than: • the disposal of the residual non-core property assets, on 14 October 2020 as disclosed in Note 39 (Disposal of subsidiary) of the Parent’s Annual Report and Accounts for the year ended 31 March 2021; and • Reorganisations of subsidiaries of the Parent’s ultimate parent, Manchester Airport Holdings Limited. o Airport Services International Limited (“ASIL”) and its five subsidiaries, holding the trade of MAG’s existing airport parking distribution businesses, Looking4Parking and SkyParkSecure, which were both acquired during the financial year ending 31 March 2019, were brought into the Security Group. The two trading entities, Looking4Parking Limited (“L4P”) and Skyparksecure Limited (“SPS”), subsidiaries of ASIL, acceded as Obligors following completion of the reorganisation on 15 January 2021. o MAG Investments US Ltd (“MAGIUS”), and its subsidiary Manchester Airport Group US Holdings Inc (“MAGUSHI”), were brought into the Security Group, as a subsidiary of MAG US (Apollo) Limited. MAGUSHI has three subsidiaries and holds the trade of MAG’s existing operations within the US; namely, its passenger lounges, car parking commercial services and distribution operations. Two trading entities, MAG US Parking Management LLC and MAG US Terminal Management LLC, subsidiaries of MAGIUS, acceded as Obligors following completion of the reorganisation, also on 15 January 2021. The third subsidiary of MAGUSHI, MAG US Lounge Management LLC, holds 75% Joint Venture interests in two new companies incorporated into the Security Group: Escape Lounge FLL LLC (incorpora...

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  • ANNOUNCEMENTS AND CONFIDENTIALITY 7.1 No party shall make (or in the case of the Company, permit any other Member of the Company’s Group or in the case of a Shareholder, permit any of its Associates to make) any announcement or press release concerning the subject matter of this agreement, save as required under the AIM Rules and in accordance with the AIM Nomad Rules or under the Listing Rules of the London Stock Exchange. 7.2 Save as required in connection with Admission, each party undertakes to the others that it shall use all reasonable endeavours to ensure that any information of a secret or confidential nature received by it from any other party (“Confidential Information”) shall be treated as confidential by it and its officers, employees, advisers, representatives and agents and shall not be disclosed to any third party. 7.3 Nothing in this clause prevents any announcement being made or any Confidential Information being disclosed: (a) with the written approval of the other parties, which in the case of any announcement shall not be unreasonably withheld or delayed; or (b) to the extent required by law or by the London Stock Exchange or any other competent regulatory body, but a party required to disclose any Confidential Information or make any announcement shall promptly notify the other parties where practicable and lawful to do so, before disclosure occurs and co-operate with the other parties regarding the timing and content of such disclosure or announcement or other action which the other parties may reasonably elect to take to challenge the validity of such requirement. 7.4 Nothing in this clause prevents disclosure of Confidential Information by any party: (a) to the extent that the information is in or comes into the public domain (which includes the summary of the terms of this agreement in the admission document to be published by the Company in connection with Admission) other than as a result of a breach of any undertaking or duty of confidentiality by that party; (b) to that party’s professional advisers, auditors or bankers, but before any disclosure to any such person, the relevant party shall procure that he is made aware of the terms of this clause and shall use its reasonable endeavours to procure that such person adheres to those terms as if he were bound by the provisions of this clause; or (c) received in good faith by the recipient from a third party that is not knowingly used or disclosed to others by the recipient party in breach of this clause. 7.5 The Shareholder shall, and shall procure that each of its Associates shall, provide all reasonable cooperation and information which the Company may reasonably require and comply with all other requests which the Company may reasonably make in connection with any announcement which the Company is required to make pursuant to the AIM Rules as a result of any transaction or other relationship entered into between the Company’s Group and any Member of the Shareholder’s Group. 7.6 The Shareholder acknowledges that all directors of the Company owe fiduciary duties to the Company and shall be obliged to act and vote on all matters pertaining to the Board in what they perceive to promote the success of the Company.

  • Data Protection and Confidentiality 9.5.1 The Tenant’s personal data, which will be processed in the execution of this Agreement will be handled in accordance with the General Data Protection Regulation (EU) 2016/679. Further details regarding this processing activity is set out in the associated Privacy Notice, which can be found at: xxxxx://xxx.xxxxxxx.xxx/privacy-policy

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