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SC TO-I/A
VIPSHOP HOLDINGS LTD filed this Form SC TO-I/A on 03/07/2017
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21.24                 Sanctions

 

The Borrower shall not use any of the funds advanced under this agreement directly or indirectly for business activities relating to (i) Cuba, Sudan, Iran, Myanmar (Burma), Syria, North Korea or Crimea; or (ii) any other countries that are subject to economic and/or trade sanctions as notified in writing by Agent (acting on behalf of any Lender) to the Borrower from time to time. The Borrower also undertakes not to use any of the funds advanced under this agreement directly or indirectly for business activities that are subject to sanctions, restrictions or embargoes imposed by the United Nations (“UN”), the European Union (“EU”),, the State of Secretariat for Economic Affairs (“SECO”) of Switzerland or the Swiss Directorate of Public International Law, the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”), HM Treasury of the United Kingdom, the Hong Kong Monetary Authority (“HKMA”), the Monetary Authority of Singapore (“MAS”) and/or any other body notified in writing by the Agent (acting on behalf of any Lender) to the Borrower from time to time. This includes, in particular (but without limitation) business activities involving persons or entities subject to any such sanctions or named on any sanctions lists issued by any of the aforementioned bodies and entities owned or controlled by such listed persons or entities (each such person or entity being a “Restricted Party”).

 

21.25                 Conditions subsequent

 

The Borrower shall use all reasonable endeavours to complete the filing with NDRC for the Take-out Debt Offering and provide evidence satisfactory to the Agent on or before 7 April 2017.

 

22.                               SECURITIES DEMAND AND TAKE-OUT DEBT OFFERING

 

(a)                                 The Borrower shall comply with the provisions of Schedule 6 (Securities Demand) in full as if the provisions therein are set out in the main body of this Agreement mutatis mutandis.

 

(b)                                 For so long as any amounts remain outstanding under the Facility, the Borrower shall:

 

(i)                                     comply in all material respects with its obligations under the terms of the Take-out Engagement Letter; and

 

(ii)                                  reasonably cooperate with the Take-out Investment Banks to complete the Take-out Debt Offering and to exercise its commercially reasonable best efforts to issue Take-out Debt the proceeds of which will be used to refinance the Facility in full.

 

23.                               EVENTS OF DEFAULT

 

Each of the events or circumstances set out in the following sub-clauses of this Clause 23 (other than Clause 23.19 (Acceleration)) is an Event of Default.

 

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