Senior Secured Floating Rate Bonds
PRIVACY NOTICE
13. General Undertakings
13.1 General
The Issuer undertakes to (and shall, where applicable, procure that each other Group Company will and shall procure that each Obligor (pursuant to the Guarantee and Adherence Agreement) undertakes to) comply with the undertakings set out in this Clause (i) for as long as any Bonds remain outstanding.
13.2 Restricted Payments
(a) The Issuer shall not, and shall procure that none of its Subsidiaries will:
(i) pay any dividend in respect of its shares;
(ii) repurchase or redeem any of its own shares;
(iii) redeem or reduce its share capital or other restricted or unrestricted equity with repayment to its shareholders;
(iv) grant any loans other than as set out in Clause 13.6 (Loans out);
(v) repay any Shareholder Loans or pay or pay capitalised or accrued interest thereunder;
(vi) make any prepayments or repayments under any long term debt ranking junior or pari passu with the Bonds; or
(vii) make any other similar distribution or transfers of value to the direct or indirect shareholders of the Issuer, or any Affiliates of the Issuer,
(paragraphs (i)- (vi) above are together and individually referred to as a "Restricted Payment").
(b) Notwithstanding the above, a Restricted Payment may be made:
(i) if made to the Issuer or a direct or indirect Subsidiary of the Issuer but, if made by a Subsidiary which is not directly or indirectly wholly-owned by the Issuer,
144 (a) the initial Bonds are listed on the corporate bond list of Nasdaq Stockholm or, if such admission to trading is not possible to obtain or maintain admitted to trading on another Regulated Market within 60 days after the First Issue Date and with an intention to complete such listing within 30 days after the First Issue Date;
(b) any Subsequent Bonds are listed on the corporate bond list of Nasdaq Stockholm or if such admission to trading is not possible to obtain or maintain, admitted to trading on another Regulated Market within 60 days after the issuance of such Subsequent Bonds and with an intention to complete such listing within 30 days after the issuance of such Subsequent Bonds (unless the Subsequent Bonds are issued before the date falling 60 days after the First Issue Date in which case such Subsequent Bonds shall be listed within 60 days after the First Issue Date); and
(c) the Bonds, once admitted to trading on the corporate bond list of the relevant Regulated Market, continue to be listed thereon for as long as any Bond is outstanding (however, taking into account the rules and regulations of the relevant Regulated Market and the CSD (as amended from time to time) preventing trading in the Bonds in close connection to the redemption of the Bonds).
13.4 Nature of Business
The Issuer shall procure that no substantial change is made to the general nature of the business carried on by the Group as of the First Issue Date if such substantial change would have a Material Adverse Effect.
13.5 Financial Indebtedness
The Issuer shall not, and shall procure that none of its Subsidiaries will, incur any Financial Indebtedness, other than Permitted Debt.
13.6 Loans out
The Issuer shall not, and shall procure that no other Group Company will, extend any loans in any form to any other party, save for (i) to other Group Companies, or (ii) in the ordinary course of business of the relevant Group Company.
13.7 Guarantors
The Issuer shall, within 60 days from (A) the delivery of the Compliance Certificate delivered in connection with the Group’s annual audited consolidated financial statements and (B) the completion of an Eligible Acquisition or an acquisition financed by way of issuance of Subsequent Bonds, ensure that each Company which is a Material Group Company accedes to the Guarantee and Adherence Agreement and that the shares of such Material Group Company are pledged (unless such shares have been pledged pursuant to 4.2 (Conditions Precedent for Disbursement from the Acquisition Account) above) in favour of the Bondholders (subject to customary financial assistance and corporate benefit limitations). The Issuer shall procure that relevant corporate authorisation documents and legal opinion(s) on the capacity and due execution in relation to any party not incorporated in Sweden and the validity and enforceability of any Security Documents not governed by Swedish law, in each case issued by a reputable law firm (if applicable) are delivered to the Agent in connection with such accession and the granting of such share pledge.
13.8 Disposal of Assets
The Issuer shall not, and shall procure that no other Group Company will, sell or otherwise dispose of any shares in any Group Company or of any substantial assets (including but not limited to material intellectual property rights and pledged Group Companies) or operations to any person not being the Issuer or any of its wholly-owned Subsidiaries, unless the transaction is carried out at fair market value and on terms and conditions customary for such transaction and provided that it does not have a Material Adverse Effect. Notwithstanding the foregoing, the Issuer shall not, and shall procure that no other Group Company will, dispose of any Material Group Company.
13.9 Negative Pledge
The Issuer shall not, and shall procure that none of its Subsidiaries will, provide, prolong or renew any security over any of its/their assets (present or future), other than any Permitted Security.
13.10 Clean Down of Working Capital Facility
The Issuer shall procure that during each calendar year there shall be a period of three (3) consecutive days during which the amount outstanding under Working Capital Facility (excluding any non-cash elements of ancillary facilities), less Cash and Cash Equivalents of the Group, amounts to zero (0) or less. Not less than 6 months shall elapse between two such periods.
13.11 Mergers and demergers
The Issuer shall procure that none of its Subsidiaries will enter into a merger or demerger unless:
(a) such merger or demerger constitutes a Permitted Merger; or
(b) such merger or demerger is not likely to have a Material Adverse Effect.
13.12 Dealings at arm's length terms
13.13
The Issuer shall, and shall procure that each other Group Company will, conduct all dealings146 Documents and that customary conditions precedent and legal opinions (if the relevant Group Company is a non-Swedish entity) are delivered to the Agent’s satisfaction (acting reasonably).