||Clause 27.12(b) does not apply to any acquisition of (or agreement to acquire) any interest in a Joint Venture or transfer of assets (or agreement to transfer assets) to a Joint Venture if such transaction is a
Permitted Joint Venture, Permitted Disposal or a Permitted Acquisition. |
Restrictions on dealing with assets and
||Preservation of assets |
Each Borrower shall (and shall ensure that each of its
Subsidiaries will) maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary or desirable in the conduct of its business to the extent failure to do so has or is reasonably likely to have a material
adverse effect on the interests or rights of the Secured Parties under the Finance Documents.
Each Borrower shall (and shall ensure that each of its Subsidiaries
will) ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors
whose claims are mandatorily preferred by laws of general application to companies.
In this Clause 27.15, Quasi-Security means an
arrangement or transaction described in Clause 27.15(b).
Except as permitted under Clause 27.15(c):
||No Borrower shall (and shall ensure that none of its Subsidiaries will) create or permit to subsist any Security over any of the Charged Property. |
||No Borrower shall (and shall ensure that none of its Subsidiaries will): |
||sell, transfer or otherwise dispose of any of the Charged Property on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
||sell, transfer or otherwise dispose of any of its Receivables on recourse terms; |
||enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or |
||enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the
acquisition of an asset. |