exv4w120






			
	 
	 	EXHIBIT 4.120








CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED

as Chargor




in favour of



THE BANK OF NEW YORK MELLON

as Collateral Agent



 





DEBENTURE



 




The taking of this document or any certified copy of it or any document which constitutes
substitute documentation for it, or any document which includes written confirmations or references
to it, into Austria as well as printing out any e-mail communication which refers to any Loan
Document in Austria or sending any e-mail communication to which a pdf scan of this document is
attached to an Austrian addressee or sending any e-mail communication carrying an electronic or
digital signature which refers to any Loan Document to an Austrian addressee may cause the
imposition of Austrian stamp duty. Accordingly, keep the original document as well as all certified
copies thereof and written and signed references to it outside of Austria and avoid printing out
any e-mail communication which refers to any Loan Document in Austria or sending any e-mail
communication to which a pdf scan of this document is attached to an Austrian addressee or sending
any e-mail communication carrying an electronic or digital signature which refers to any Loan
Document to an Austrian addressee.





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CONTENTS




	 	 	 	 	 
	Clause	 	Page	 
	1. Definitions and Interpretation
	 	 	1	 
	2. Payment of Secured Liabilities
	 	 	5	 
	3. Fixed Charges, Assignments and Floating Charge
	 	 	5	 
	4. Crystallisation of Floating Charge
	 	 	7	 
	5. Perfection of Lien
	 	 	8	 
	6. Further Assurance
	 	 	10	 
	7. Negative Pledge and Disposals
	 	 	11	 
	8. Shares and Investments
	 	 	11	 
	9. Accounts
	 	 	13	 
	10. Monetary Claims
	 	 	14	 
	11. Insurances
	 	 	15	 
	12. Undertakings
	 	 	16	 
	13. Enforcement of Lien
	 	 	16	 
	14. Extension and Variation of the Law of Property Act 1925
	 	 	17	 
	15. Appointment of Receiver or Administrator
	 	 	18	 
	16. Powers of Receiver
	 	 	19	 
	17. Application of Monies
	 	 	19	 
	18. Protection of purchasers
	 	 	20	 
	19. Power of Attorney
	 	 	20	 
	20. Effectiveness of Lien
	 	 	21	 
	21. Release of Lien
	 	 	23	 
	22. Subsequent and Prior Lien
	 	 	24	 
	23. Assignment
	 	 	24	 
	24. Indemnity
	 	 	24	 
	25. Payments Free of Deduction
	 	 	25	 
	26. Currency Indemnity
	 	 	25	 
	27. Discretion and Delegation
	 	 	25	 
	28. Perpetuity Period
	 	 	26	 
	29. Governing Law
	 	 	26	 
	30. Jurisdiction
	 	 	26	 
	Schedule 1 Details of Accounts
	 	 	27	 
	Schedule 2 Form of Notice of Assignment of Insurance
	 	 	28	 
	Schedule 3 Form of Notice of Assignment of Account
	 	 	30	 






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THIS DEBENTURE is made by way of deed on 2 December 2009



BY





	(1)	 	CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED registered in England and Wales with company
number 6474959 (the “Chargor”) in favour of
	 
	(2)	 	THE BANK OF NEW YORK MELLON in its capacity as collateral agent as appointed under the First
Lien Intercreditor Agreement for the Secured Parties (the “Collateral Agent”).




IT IS AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Debenture:
	 
	 	 	“Account” means any account opened or maintained by the Chargor with the Collateral Agent or
any other person (and any replacement account or subdivision or subaccount of that account),
the debt or debts represented thereby and all Related Rights.
	 
	 	 	“Additional Agreement” has the meaning given to such term in the First Lien Intercreditor
Agreement.
	 
	 	 	“Agreed Security Principles” has the meaning given to such term in the Credit Agreement and
the Senior Secured Note Indenture and, to the extent of any inconsistency, the meaning in
the Credit Agreement prevails.
	 
	 	 	“Applicable Representative” has the meaning given to that term in the First Lien
Intercreditor Agreement.
	 
	 	 	“Assigned Account” means the Account with account number [            ] (account name Closure
Systems International (UK) Limited) (and any renewal or redesignation of such account)
maintained with HSBC by the Chargor and any other Account that may from time to time be
identified in writing as an Assigned Account by the Collateral Agent.
	 
	 	 	“Charged Property” means all the assets and undertaking of the Chargor which from time to
time are the subject of the security created or expressed to be created in favour of the
Collateral Agent by or pursuant to this Debenture.
	 
	 	 	“Claims Account” means the Account with account number [            ] (account name Closure
Systems International (UK) Limited) (and any renewal or redesignation of such account)
maintained with HSBC by the Chargor and any other Account that may from time to time be
identified in writing by the Collateral Agent as an Account into which the proceeds of the
getting in or realisation of the Monetary Claims are to be paid and in respect of which the
relevant bank or financial institution has agreed to operate such Account in accordance with
any procedures stipulated by the Collateral Agent.




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	 	 	“Collateral Rights” means all rights, powers and remedies of the Collateral Agent provided
by or pursuant to this Debenture or by law.
	 
	 	 	“Credit Agreement” means the Credit Agreement dated 5 November, 2009, among Reynolds Group
Holdings Inc., Reynolds Consumer Products Holdings Inc., SIG Euro Holding AG & Co. KGaA, SIG
Austria Holding GmbH, Closure Systems International Holdings Inc., and Closure Systems
International B.V. as Borrowers, Reynolds Group Holdings Limited, the lenders from time to
time party thereto and Credit Suisse AG (formerly known as Credit Suisse), as administrative
agent, as amended, extended, restructured, renewed, novated, supplemented, restated,
refunded, replaced or modified from time to time.
	 
	 	 	“Delegate” means a delegate or sub-delegate appointed pursuant to Clause 28.2 (Delegation)
of this Debenture.
	 
	 	 	“Enforcement Event” means an “Event of Default” under, and as defined in, the First Lien
Intercreditor Agreement.
	 
	 	 	“First Lien Intercreditor Agreement” means the First Lien Intercreditor Agreement dated 5
November, 2009, among the Collateral Agent, The Bank of New York Mellon, as trustee under
the Senior Secured Note Indenture, Credit Suisse AG (formerly known as Credit Suisse), as
administrative agent under the Credit Agreement, and the Loan Parties, as amended, novated,
supplemented, restated or modified from time to time.
	 
	 	 	“Group” means Reynolds Group Holdings Limited and each of its subsidiaries from time to
time.
	 
	 	 	“Insurance Policy” means, subject to the Agreed Security Principles, any policy of insurance
in which the Chargor may from time to time have an interest.
	 
	 	 	“Intercreditor Arrangements” means the First Lien Intercreditor Agreement and any other
document that is designated by the Loan Parties’ Agent and the Collateral Agent as an
intercreditor agreement, in each case as amended, novated, supplemented, restated, replaced
or modified from time to time.
	 
	 	 	“Intellectual Property” means any patents, trade marks, service marks, designs, business
names, copyrights, database rights, design rights, moral rights, inventions, confidential
information, knowhow and other intellectual property rights and interests, whether
registered or unregistered, the benefit of all applications and rights to use such assets
and all Related Rights, in each case whether currently existing, or arising or acquired at
any time in the future.
	 
	 	 	“Investments” means:






	 	(a)	 	any stocks, shares, debentures, securities and certificates of deposit (but not
including the Shares);
	 
	 	(b)	 	all interests in collective investment schemes; and
	 
	 	(c)	 	all warrants, options and other rights to subscribe or acquire any of the
investments described in (a) and (b),





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	 	 	in each case whether held directly by or to the order of the Chargor or by any trustee,
nominee, fiduciary or clearance system on its behalf and all Related Rights (including all
rights against any such trustee, nominee, fiduciary or clearance system).






	 	 	“Issuers” means the “Issuers” under, and as defined in, the Senior Secured Note Indenture,
including their successors in interest.
	 
	 	 	“Lien” has the meaning given to such term in the First Lien Intercreditor Agreement.
	 
	 	 	“Loan Documents” means the “Credit Documents” under, and as defined in, the First Lien
Intercreditor Agreement and any other document designated by the Loan Parties’ Agent and the
Collateral Agent as a Loan Document.
	 
	 	 	“Loan Parties” means the “Grantors” under, and as defined in, the First Lien Intercreditor
Agreement.
	 
	 	 	“Loan Parties’ Agent” means Reynolds Group Holdings Limited (formerly known as Rank Group
Holdings Limited).
	 
	 	 	“Monetary Claims” means any book and other debts and monetary claims owing to the Chargor
and any proceeds of such debts and claims (including any claims or sums of money deriving
from or in relation to any Intellectual Property, any Investment, the proceeds of any
Insurance Policy, any court order or judgment, any contract or agreement to which the
Chargor is a party and any other assets, property, rights or undertaking of the Chargor).
	 
	 	 	“Notice of Assignment” means a notice of assignment in substantially the form set out
 Schedule 2 (Form of notice of assignment of insurance) or  Schedule 3 (Form of notice of
assignment of Account), or in such form as may be specified by the Collateral Agent.
	 
	 	 	“Principal Finance Documents” means the Credit Agreement, the Senior Secured Note Indenture,
the Intercreditor Arrangements and any Additional Agreement.
	 
	 	 	“Receiver” means a receiver or receiver and manager or, where permitted by law, an
administrative receiver of the whole or any part of the Charged Property and that term will
include any appointee made under a joint and/or several appointment.
	 
	 	 	“Related Rights” means, in relation to any asset:






	 	(a)	 	the proceeds of sale of any part of that asset;
	 
	 	(b)	 	all rights under any licence, agreement for sale or agreement for lease in
respect of that asset;
	 
	 	(c)	 	all rights, powers, benefits, claims, contracts, goodwill, warranties,
remedies, security, guarantees, indemnities or covenants for title in respect of that
asset; and
	 
	 	(d)	 	any monies and proceeds paid or payable in respect of that asset.




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	 	 	“Secured Liabilities” means all present and future obligations and liabilities (whether
actual or contingent and whether owed jointly or severally or in any other capacity
whatsoever) of each Loan Party and each grantor of a security interest to the Secured
Parties (or any of them) under each or any of the Loan Documents, together with all costs,
charges and expenses incurred by any Secured Party in connection with the protection,
preservation or enforcement of its respective rights under the Loan Documents or any other
document evidencing or securing any such liabilities.
	 
	 	 	“Secured Parties” means the “Secured Parties” under, and as defined in, the First Lien
Intercreditor Agreement.
	 
	 	 	“Security Documents” means the “Security Documents” under, and as defined in, the First Lien
Intercreditor Agreement.
	 
	 	 	“Senior Secured Note Indenture” means the Indenture dated 5 November, 2009, among the
Issuers, the Note Guarantors (as defined therein) and The Bank of New York Mellon, as
trustee, principal paying agent, transfer agent and registrar, as amended, extended,
restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from
time to time.
	 
	 	 	“Shares” means all of the shares in the capital of one or more members of the Group
incorporated in England and Wales and held by, to the order or on behalf of the Chargor at
any time.
	 
	 	 	“Tangible Moveable Property” means any plant, machinery, office equipment, computers,
vehicles and other chattels (excluding any for the time being forming part of the Chargor’s
stock in trade or work in progress) and all Related Rights.






	1.2	 	Construction






	 	1.2.1	 	In this Debenture:






	 	(a)	 	the rules of interpretation contained in the First Lien
Intercreditor Agreement shall apply to the construction of this Debenture;
	 
	 	(b)	 	any reference to the “Collateral Agent”, the “Chargor” or the
“Secured Parties” shall be construed so as to include its or their (and any
subsequent) successors and any permitted transferees in accordance with their
respective interests; and
	 
	 	(c)	 	references in this Debenture to any Clause or Schedule shall be
to a clause or schedule contained in this Debenture unless a contrary intention
appears;






	 	1.2.2	 	This Debenture is subject to the terms of the Intercreditor Arrangements.
In the event of a conflict between the terms of this Debenture and the Intercreditor
Arrangements, the terms of the Intercreditor Arrangements will prevail.




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	1.3	 	Third Party Rights
	 
	 	 	A person who is not a party to this Debenture has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Debenture.
	 
	1.4	 	Terms defined in the First Lien Intercreditor Agreement
	 
	 	 	Unless defined in this Debenture or the context otherwise requires, a term defined in the
First Lien Intercreditor Agreement has the same meaning in this Debenture or any notice
given under or in connection with this Debenture.
	 
	2.	 	PAYMENT OF SECURED LIABILITIES
	 
	2.1	 	Covenant to Pay
	 
	 	 	The Chargor covenants with the Collateral Agent as security trustee for the Secured Parties
that it shall on demand of the Collateral Agent pay its Secured Liabilities (whether for its
own account or as security trustee for the Secured Parties) including any liability to pay
Secured Liabilities in respect of any further advances made under the Loan Documents,
whether present or future, actual or contingent (and whether incurred solely or jointly and
whether as principal or as surety or in some other capacity) and the Chargor shall pay to
the Collateral Agent when due and payable every sum of its Secured Liabilities at any time
owing, due or incurred by the Chargor to the Collateral Agent (whether for its own account
or as security trustee for the Secured Parties) or any of the other Secured Parties in
respect of any such liabilities, provided that neither such covenant nor the security
constituted by this Debenture shall extend to or include any liability or sum which would,
but for this proviso, cause such covenant or security to be unlawful or prohibited by any
applicable law.
	 
	2.2	 	Interest on Demands
	 
	 	 	Section 2.07 (Default Interest) of the Credit Agreement applies to amounts which the Chargor
fails to pay under this Debenture.
	 
	3.	 	FIXED CHARGES, ASSIGNMENTS AND FLOATING CHARGE
	 
	3.1	 	Fixed Charges






	 	3.1.1	 	The Chargor charges with full title guarantee in favour of the Collateral
Agent as security trustee for the Secured Parties as security for the payment and
discharge of the Secured Liabilities, by way of first fixed charge all the Chargor’s
right, title and interest from time to time in and to (subject to obtaining any
necessary consent to such fixed charge from any third party and subject to any Liens
permitted pursuant to Section 6.02(u) of the Credit Agreement or any similar Liens) the
Accounts.
	 
	 	3.1.2	 	The Chargor charges with full title guarantee in favour of the Collateral
Agent as security trustee for the Secured Parties as security for the payment and
discharge of the Secured Liabilities, by way of first fixed charge all the Chargor’s
right, title and interest from time to time in and to (subject to




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	 	 	 	obtaining any necessary consent to such fixed charge from any third party) the
Tangible Moveable Property.
	 
	 	3.1.3	 	The Chargor charges with full title guarantee in favour of the Collateral
Agent as security trustee for the Secured Parties as security for the payment and
discharge of the Secured Liabilities, by way of first fixed charge all the Chargor’s
right, title and interest from time to time in and to (subject to obtaining any
necessary consent to such fixed charge from any third party) the Intellectual Property.
	 
	 	3.1.4	 	The Chargor charges with full title guarantee in favour of the Collateral
Agent as security trustee for the Secured Parties as security for the payment and
discharge of the Secured Liabilities, by way of first fixed charge all the Chargor’s
right, title and interest from time to time in and to (subject to obtaining any
necessary consent to such fixed charge from any third party) any goodwill and rights in
relation to the uncalled capital of the Chargor.
	 
	 	3.1.5	 	The Chargor charges with full title guarantee in favour of the Collateral
Agent as security trustee for the Secured Parties as security for the payment and
discharge of the Secured Liabilities, by way of first fixed charge all the Chargor’s
right, title and interest from time to time in and to (subject to obtaining any
necessary consent to such fixed charge from any third party) the Investments.
	 
	 	3.1.6	 	The Chargor charges with full title guarantee in favour of the Collateral
Agent as security trustee for the Secured Parties as security for the payment and
discharge of the Secured Liabilities, by way of first fixed charge all the Chargor’s
right, title and interest from time to time in and to (subject to obtaining any
necessary consent to such fixed charge from any third party) the Shares, all dividends,
interest and other monies payable in respect of the Shares and all other Related Rights
(whether derived by way of redemption, bonus, preference, option, substitution,
conversion or otherwise).
	 
	 	3.1.7	 	The Chargor charges with full title guarantee in favour of the Collateral
Agent as security trustee for the Secured Parties as security for the payment and
discharge of the Secured Liabilities, by way of first fixed charge all the Chargor’s
right, title and interest from time to time in and to (subject to obtaining any
necessary consent to such fixed charge from any third party) all Monetary Claims and
all Related Rights other than any claims which are otherwise subject to a fixed charge
or assignment (at law or in equity) pursuant to this Debenture.






	3.2	 	Assignments
	 
	 	 	The Chargor assigns and agrees to assign absolutely with full title guarantee to the
Collateral Agent as security trustee for the Secured Parties as security for the payment and
discharge of the Secured Liabilities all the Chargor’s right, title and interest from time
to time in and to each of the following assets (subject to obtaining any necessary consent
to that assignment from any third party):






	 	3.2.1	 	the proceeds of any Insurance Policy and all Related Rights; and




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	 	3.2.2	 	all rights and claims in relation to any Assigned Account.






	3.3	 	Floating Charge






	 	3.3.1	 	The Chargor with full title guarantee charges in favour of the Collateral
Agent as security trustee for the Secured Parties as security for the payment and
discharge of the Secured Liabilities by way of first floating charge (subject to any
Liens permitted under the Principal Loan Documents) all present and future assets and
undertaking of the Chargor.
	 
	 	3.3.2	 	The floating charge created by paragraph 3.3.1 above shall be deferred in
point of priority to all fixed Lien validly and effectively created by the Chargor
under the Loan Documents in favour of the Collateral Agent as security trustee for the
Secured Parties as security for the Secured Liabilities.
	 
	 	3.3.3	 	Paragraph 14 of Schedule B1 to the Insolvency Act 1986 applies to the
floating charge created pursuant to this Clause 3.3 (Floating Charge).






	4.	 	CRYSTALLISATION OF FLOATING CHARGE
	 
	4.1	 	Crystallisation: By Notice
	 
	 	 	Upon receipt of instructions of the Applicable Representative, the Collateral Agent may at
any time by notice in writing to the Chargor convert the floating charge created by Clause
3.3 (Floating Charge) with immediate effect into a fixed charge as regards any property or
assets specified in the notice if:






	 	4.1.1	 	an Enforcement Event has occurred and is continuing; or
	 
	 	4.1.2	 	the Collateral Agent reasonably considers that any of the Charged Property
may be in jeopardy or in danger of being seized or sold pursuant to any form of legal
process; or
	 
	 	4.1.3	 	the Collateral Agent reasonably considers that it is desirable in order to
protect the priority of the Lien created by this Debenture.






	4.2	 	Crystallisation: Automatic
	 
	 	 	Notwithstanding Clause 4.1 (Crystallisation: By Notice) and without prejudice to any law
which may have a similar effect, the floating charge will automatically be converted
(without notice) with immediate effect into a fixed charge as regards all the assets subject
to the floating charge if:






	 	4.2.1	 	the Chargor creates or attempts to create any Lien (other than any Lien
permitted under the Principal Finance Documents), over any of the Charged Property; or
	 
	 	4.2.2	 	any person levies or attempts to levy any distress, execution or other
process against any of the Charged Property;




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	 	4.2.3	 	a resolution is passed or an order is made for the winding-up, dissolution,
administration or re-organisation of the Chargor or an administrator is appointed to
the Chargor; or
	 
	 	4.2.4	 	any person (who is entitled to do so) gives notice of its intention to
appoint an administrator to the Chargor or files such a notice with the court.






	5.	 	PERFECTION OF LIEN
	 
	5.1	 	Notices of Assignment
	 
	 	 	The Chargor shall deliver to the Collateral Agent (or procure delivery of) Notices of
Assignment duly executed by, or on behalf of, the Chargor:






	 	5.1.1	 	in respect of each Assigned Account, on the date of this Debenture or
promptly upon the designation at any time by the Collateral Agent of any Account as an
Assigned Account; and
	 
	 	5.1.2	 	in respect of any Insurance Policy which is the subject of an assignment
pursuant to Clause 3.2 (Assignments) promptly upon the request of the Collateral Agent
from time to time provided that an Enforcement Event has occurred and is continuing,






	 	 	and in each case, shall use all reasonable endeavours to procure that each notice is
acknowledged by the obligor, debtor or financial institution specified by the Collateral
Agent, provided always that each notice in respect of any Insurance Policy pursuant to sub
clause 5.1.2 shall not be served on the relevant obligor, debtor or financial institution
unless and until an Enforcement Event has occurred and is continuing.






	5.2	 	Notices of Charge






	 	5.2.1	 	The Chargor shall if requested by the Collateral Agent from time to time if
an Enforcement Event has occurred and is continuing promptly deliver to the Collateral
Agent (or procure delivery of) notices of charge duly executed by, or on behalf of, the
Chargor and acknowledged by each of the banks or financial institutions with which any
of the Accounts are opened or maintained.
	 
	 	5.2.2	 	The execution of this Debenture by the Chargor and the Collateral Agent
shall constitute notice to the Collateral Agent of the charge created over any Account
opened or maintained with the Collateral Agent.






	5.3	 	Further Advances






	 	5.3.1	 	Subject to the terms of the Loan Documents, each Lender (as defined in the
Credit Agreement) is under an obligation to make further Loans (as defined in the
Credit Agreement) to the Loan Parties and that obligation will be deemed to be
incorporated into this Debenture as if set out in this Debenture.
	 
	 	5.3.2	 	Subject to the terms of the Loan Documents, each Issuer may issue further
Notes (as defined in the Senior Secured Notes Indenture) to the Loan Parties and that
obligation will be deemed to be incorporated into this Debenture as if set out in this
Debenture.




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	5.4	 	Delivery of Share Certificates
	 
	 	 	The Chargor shall:






	 	5.4.1	 	on the date of this Debenture, deposit with the Collateral Agent (or procure
the deposit of) all certificates or other documents of title to the Shares, and stock
transfer forms (executed in blank by or on behalf of the Chargor); and
	 
	 	5.4.2	 	promptly upon the accrual, offer or issue of any stocks, shares, warrants or
other securities in respect of or derived from the Shares, notify the Collateral Agent
of that occurrence and procure the delivery to the Collateral Agent of (a) all
certificates or other documents of title representing such items and (b) such stock
transfer forms or other instruments of transfer (executed in blank on behalf of the
Chargor) in respect thereof as the Collateral Agent may reasonably request.






	5.5	 	Registration of Intellectual Property
	 
	 	 	The Chargor shall, subject to and in accordance with the Agreed Security Principles, if
requested by the Collateral Agent, execute all such documents and do all acts that the
Collateral Agent may reasonably require to record the interest of the Collateral Agent in
any registers relating to any registered Intellectual Property.






	5.6	 	Investments: Delivery of Documents of Title
	 
	 	 	Subject to the Agreed Security Principles, the Chargor shall, upon the execution of this
Debenture, and upon the acquisition by the Chargor of any interest in any Investment
promptly deliver to the Collateral Agent (or procure delivery of), all of the Investments or
the certificates and other documents of title to or representing the Investments held or
acquired by, or on behalf of, the Chargor together with, in form and substance reasonably
satisfactory to the Collateral Agent:






	 	5.6.1	 	any document or thing which the Collateral Agent may request with a view to
perfecting or improving its security over the Investments or to registering any
Investment in its name or the name of any nominee(s);
	 
	 	5.6.2	 	a duly executed declaration of trust in respect of any Investment which is
not in the sole name of the Chargor;
	 
	 	5.6.3	 	any instrument(s) of transfer or assignment of any Investments specified by
the Collateral Agent on the instructions of the Applicable Representative (with the
name of the transferee or assignee, the consideration and the date left blank, but
otherwise duly completed and executed); and
	 
	 	5.6.4	 	in the case of any Investments held by or on behalf of a nominee of any
settlement system of any exchange, duly executed stock notes or other documents in the
name of the Collateral Agent (or its nominee(s) or agent(s)) representing or evidencing
any benefit or entitlement to the Investments held in such settlement system and the
Collateral Agent may from time to time have any of the Investments registered in its
name or in the name of one or more nominees on its behalf.




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	6.	 	FURTHER ASSURANCE
	 
	6.1	 	Further Assurance: General






	 	6.1.1	 	The covenant set out in Section 2(1)(b) of the Law of Property
(Miscellaneous Provisions) Act 1994 shall extend to include the obligations set out in
Clause 6.1.2 below.
	 
	 	6.1.2	 	Subject to the Agreed Security Principles, the Chargor shall promptly at its
own cost do all such acts or execute all such documents (including assignments,
transfers, mortgages, charges, notices and instructions) as the Collateral Agent may
reasonably specify (and in such form as the Collateral Agent may reasonably require in
favour of the Collateral Agent or its nominee(s) or Delegate):






	 	(a)	 	to perfect the security created or intended to be created in
respect of the Charged Property (which may include the execution by the Chargor
of a mortgage, charge or assignment over all or any of the assets constituting,
or intended to constitute, Charged Property) or for the exercise of the
Collateral Rights;
	 
	 	(b)	 	to confer on the Collateral Agent security over any property
and assets of the Chargor located in any jurisdiction outside England and Wales
equivalent or similar to the security intended to be conferred by or pursuant
to this Debenture; and/or
	 
	 	(c)	 	to facilitate the realisation of the Charged Property.






	6.2	 	Necessary Action
	 
	 	 	Subject to the Agreed Security Principles, the Chargor shall take all such action as is
available to it (including making all filings and registrations) as may be necessary for the
purpose of the creation, perfection, protection or maintenance of any security conferred or
intended to be conferred on the Collateral Agent by or pursuant to this Debenture.






	6.3	 	Consents
	 
	 	 	Subject to the Agreed Security Principles, the Chargor shall use all reasonable endeavours
to obtain (in form and content reasonably satisfactory to the Collateral Agent) as soon as
reasonably practicable any consents necessary to enable the assets of the Chargor to be the
subject of an effective fixed charge or assignment pursuant to Clause 3 (Fixed Charges,
Assignments and Floating Charge) and, immediately upon obtaining any such consent, the asset
concerned shall become subject to such security and the Chargor shall promptly deliver a
copy of each consent to the Collateral Agent.
	 
	6.4	 	Implied Covenants for Title
	 
	 	 	The obligations of the Chargor under this Debenture shall be in addition to the covenants
for title deemed to be included in this Debenture by virtue of Part 1 of the Law of Property
(Miscellaneous Provisions) Act 1994.




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	7.	 	NEGATIVE PLEDGE AND DISPOSALS
	 
	7.1	 	Negative Pledge
	 
	 	 	The Chargor undertakes that it shall not create or permit to subsist any Lien over all or
any part of the Charged Property other than any Lien permitted pursuant to the Principal
Finance Documents.
	 
	7.2	 	No Disposal of Interests
	 
	 	 	The Chargor undertakes that it shall not (and shall not agree to), except as permitted
pursuant to this Debenture or the Principal Finance Documents:






	 	7.2.1	 	execute any conveyance, transfer, lease or assignment of, or other right to
use or occupy, all or any part of the Charged Property;
	 
	 	7.2.2	 	create any legal or equitable estate or other interest in, or over, or
otherwise relating to, all or any part of the Charged Property;
	 
	 	7.2.3	 	(a) grant or vary, or accept any surrender, or cancellation or disposal of,
any lease, tenancy, licence, consent or other right to occupy in relation to any of the
Charged Property or (b) allow any person any right to use or occupy or to become
entitled to assert any proprietary interest in, or right over, the Charged Property,
which may, in each case, adversely affect the value of any of the Charged Property or
the ability of the Collateral Agent to exercise any of the Collateral Rights; or
	 
	 	7.2.4	 	assign or otherwise dispose of any interest in any Account and no right,
title or interest in relation to any Account, or the credit balance standing to any
such Account shall be capable of assignment or other disposal.






	8.	 	SHARES AND INVESTMENTS
	 
	8.1	 	Shares: Before an Enforcement Event
	 
	 	 	If an Enforcement Event is not continuing the Chargor shall:






	 	8.1.1	 	be entitled to all dividends, interest and other monies or distributions
arising from the Shares to the extent the same are permitted to be paid under the
Principal Finance Documents; and
	 
	 	8.1.2	 	be entitled to exercise all voting rights in relation to the Shares provided
that the Chargor shall not exercise (and shall procure that any nominee acting on its
behalf does not exercise) such voting rights in any manner, or otherwise permit or
agree to any (a) variation of the rights attaching to or conferred by any of the Shares
or (b) increase in the issued share capital of any company whose Shares are charged
pursuant to this Debenture, which would adversely affect the validity and
enforceability of the security created by this Debenture or cause an Enforcement Event
to occur.




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	8.2	 	Shares: After an Enforcement Event
	 
	 	 	The Collateral Agent may, if an Enforcement Event has occurred and is continuing, at its
discretion and shall if so instructed by the Applicable Representative (in the name of the
Chargor or otherwise and without any further consent or authority from the Chargor):






	 	8.2.1	 	exercise (or refrain from exercising) any voting rights in respect of the
Shares;
	 
	 	8.2.2	 	apply all dividends, interest and other monies arising from the Shares in
accordance with Clause 17 (Application of Monies);
	 
	 	8.2.3	 	transfer the Shares into the name of such nominee(s) of the Collateral Agent
as it shall require; and
	 
	 	8.2.4	 	exercise (or refrain from exercising) the powers and rights conferred on or
exercisable by the legal or beneficial owner of the Shares,






	 	 	in such manner and on such terms as the Collateral Agent may think fit, and the proceeds of
any such action shall form part of the Charged Property.






	8.3	 	Investments and Shares: Payment of Calls
	 
	 	 	The Chargor shall pay when due all calls or other payments which may be or become due in
respect of any of the Investments and Shares, and in any case of default by the Chargor in
such payment (of which the Collateral Agent has actual knowledge), the Collateral Agent may
but shall not be obliged, if it thinks fit, make such payment on behalf of the Chargor in
which case any sums paid by the Collateral Agent shall be reimbursed by the Chargor to the
Collateral Agent promptly following demand and shall carry interest from the date of payment
by the Collateral Agent until reimbursed at the rate and in accordance with Clause 2.2
(Interest on Demands), provided that the Collateral Agent shall not be required to make any
such payment on behalf of the Chargor unless and until it shall have been (a) instructed to
do so by the Applicable Representative and (b) indemnified and/or secured and/or pre-funded
to its satisfaction.
	 
	8.4	 	Investments: Delivery of Documents of Title
	 
	 	 	If an Enforcement Event has occurred and is continuing the Chargor shall promptly on the
request of the Collateral Agent, deliver (or procure delivery) to the Collateral Agent, and
the Collateral Agent shall be entitled to retain, all of the Investments and any
certificates and other documents of title representing the Investments to which the Chargor
(or its nominee(s)) is or becomes entitled together with any other document which the
Collateral Agent may reasonably request (in such form and executed as the Collateral Agent
may reasonably require) with a view to perfecting or improving its security over the
Investments or to registering any Investment in its name or the name of any nominee(s).
	 
	8.5	 	Investments: Exercise of Rights
	 
	 	 	The Chargor shall not exercise any of its rights and powers in relation to any of the
Investments in any manner which would adversely affect the validity and





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	 	 	enforceability of the security created by this Debenture or cause an Enforcement Event to
occur.






	9.	 	ACCOUNTS
	 
	9.1	 	Accounts: Notification and Variation
	 
	 	 	The Chargor, during the subsistence of this Debenture:






	 	9.1.1	 	shall promptly deliver to the Collateral Agent details of any material
change made to any Account which is maintained by it with any bank or financial
institution (other than with the Collateral Agent) and which is listed in Schedule 1
(Details of Accounts); and
	 
	 	9.1.2	 	shall not unless permitted under the Principal Finance Documents permit or
agree to any variation of the rights attaching to any Account or close any Account
(other than an Account that is no longer used by the Chargor and which has a nil
balance) without the Collateral Agent’s prior written consent.






	9.2	 	Accounts: Operation Before Enforcement Event
	 
	 	 	Subject to the terms of the Principal Finance Documents and Clauses 9 (Accounts) and 10
(Monetary Claims), if an Enforcement Event is not continuing the Chargor shall be entitled
to pay into, receive, withdraw or otherwise transfer any credit balance from time to time on
any Account, unless such withdrawal or transfer would cause an Enforcement Event to occur.
	 
	9.3	 	Accounts: Operation After Enforcement Event
	 
	 	 	If an Enforcement Event has occurred and is continuing the Chargor shall not be entitled to
receive, withdraw or otherwise transfer any credit balance from time to time on any Account
except with the prior consent of the Collateral Agent.
	 
	9.4	 	Assigned Accounts






	 	9.4.1	 	If an Enforcement Event has occurred and is continuing, the Chargor shall
not be entitled to receive, withdraw or otherwise transfer any credit balance from time
to time on any Assigned Account except with the prior consent of the Collateral Agent
or as permitted pursuant to the terms of the Principal Finance Documents and Clause  10
(Monetary Claims).
	 
	 	9.4.2	 	The Collateral Agent shall, if an Enforcement Event has occurred and is
continuing, be entitled without notice to exercise from time to time all rights, powers
and remedies held by it as assignee of the Assigned Accounts and to:






	 	(a)	 	demand and receive all and any monies due under or arising out
of each Assigned Account; and
	 
	 	(b)	 	exercise all such rights as the Chargor was then entitled to
exercise in relation to such Assigned Account or might, but for the terms of
this Debenture, exercise.




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	9.5	 	Accounts: Application of Monies
	 
	 	 	The Collateral Agent shall, if an Enforcement Event has occurred and is continuing, be
entitled without notice to apply, transfer or set-off any or all of the credit balances from
time to time on any Account in or towards the payment or other satisfaction of all or part
of the Secured Liabilities in accordance with Clause 17 (Application of Monies).
	 
	10.	 	MONETARY CLAIMS
	 
	10.1	 	Dealing with Monetary Claims
	 
	 	 	Save as permitted under the Principal Finance Documents and subject to sub-clauses 10.2
(Release of Monetary Claims: Before Enforcement Event) and 10.3 (Release of Monetary Claims:
After Enforcement Event), the Chargor shall not, without the prior written consent of the
Collateral Agent:






	 	10.1.1	 	deal with the Monetary Claims except by getting in and realising them in a
prudent manner (on behalf of the Collateral Agent); or
	 
	 	10.1.2	 	factor or discount any of the Monetary Claims or enter into any agreement
for such factoring or discounting,






	 	 	provided always that the proceeds of all Monetary Claims shall continue to be subject to the
floating charge created pursuant to Clause 3.3 (Floating Charge) and the terms of this
Debenture.






	10.2	 	Release of Monetary Claims: Before Enforcement Event
	 
	 	 	If an Enforcement Event is not continuing, the proceeds of the realisation of the Monetary
Claims shall, subject to any restriction on the application of such proceeds contained in
this Debenture or in the Principal Finance Documents, be dealt with freely by the Chargor.
	 
	10.3	 	Release of Monetary Claims: After Enforcement Event
	 
	 	 	If an Enforcement Event has occurred and is continuing, the Chargor:






	 	10.3.1	 	shall pay the proceeds of those Monetary Claims into the Claims Accounts or
as the Collateral Agent may require (and such proceeds shall be held upon trust by the
Chargor for the Collateral Agent on behalf of the Secured Parties prior to such payment
in); and
	 
	 	10.3.2	 	shall not, except with the prior written consent of the Collateral Agent,
be entitled to withdraw or otherwise transfer the proceeds of the realisation of any
Monetary Claims standing to the credit of any Claims Account.






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	11.	 	INSURANCES
	 
	11.1	 	Insurance: Undertakings
	 
	 	 	The Chargor shall:






	 	11.1.1	 	keep the Charged Property insured in accordance with the terms of the
Principal Finance Documents;
	 
	 	11.1.2	 	if required by the Collateral Agent after the occurrence of an Enforcement
Event and while it is continuing, subject to the Agreed Security Principles, cause each
insurance policy or policies relating to the Charged Property other than any Insurance
Policy which has been the subject of a Notice of Assignment pursuant to Clause 5
(Perfection of Lien) to contain (in form and substance reasonably satisfactory to the
Collateral Agent) an endorsement naming the Collateral Agent as sole loss payee in
respect of all claims until such time as the Collateral Agent notifies the insurer(s)
to the contrary;
	 
	 	11.1.3	 	promptly pay all premiums and other monies payable under all its Insurance
Policies to the extent required under Section 5.02 of the Credit Agreement and any
other terms of the Principal Finance Documents, if an Enforcement Event has occurred
and is continuing, promptly upon the request of the Collateral Agent produce to the
Collateral Agent a copy of each policy and evidence (reasonably acceptable to the
Collateral Agent) of the payment of such sums; and
	 
	 	11.1.4	 	if an Enforcement Event has occurred and is continuing, if required by the
Collateral Agent (but subject to the provisions of any lease of the Charged Property),
deposit all Insurance Policies relating to the Charged Property with the Collateral
Agent.






	11.2	 	Insurance: Default
	 
	 	 	If the Chargor defaults in complying with Clause 11.1 (Insurance: Undertakings) within 10
Business Days of being notified of such failure to comply with Clause 11.1, the Collateral
Agent may (to the extent the Collateral Agent is aware of such occurrence or default) and
shall, if so instructed by the Applicable Representative, effect or renew any such insurance
on such terms, in such name(s) and in such amount(s) as it reasonably considers appropriate,
and all monies expended by the Collateral Agent in doing so shall be reimbursed by the
Chargor to the Collateral Agent promptly following demand and shall carry interest from the
date of payment by the Collateral Agent until reimbursed at the rate specified in Clause 2.2
(Interest on Demands), provided that the Collateral Agent shall not be required to effect or
renew any such insurance unless and until it shall have been (a) instructed by the
Applicable Representative and (b) indemnified and/or secured and/or pre-funded to its
satisfaction.






	11.3	 	Application of Insurance Proceeds






	 	11.3.1	 	All monies received under any Insurance Policies relating to the Charged
Property shall (subject to the rights and claims of any person having prior




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	 	 	 	rights to such monies), if an Enforcement Event is not continuing, be applied in
accordance with the terms of the Principal Finance Documents or, if not provided for
in the Principal Finance Documents, at the Chargor’s discretion.
	 
	 	11.3.2	 	If an Enforcement Event has occurred and is continuing, the Chargor shall
hold such monies upon trust for the Collateral Agent pending payment to the Collateral
Agent for application in accordance with Clause 17 (Application of Monies) and the
Chargor waives any right it may have to require that any such monies are applied in
reinstatement of any part of the Charged Property.






	12.	 	UNDERTAKINGS
	 
	12.1	 	Intellectual Property
	 
	 	 	In accordance with the Agreed Security Principles, the Chargor shall, in respect of any
Intellectual Property which is material to or required in connection with its businesses:






	 	12.1.1	 	take all such steps and do all such acts as may be reasonably necessary to
preserve and maintain the subsistence and the validity of any such Intellectual
Property; and
	 
	 	12.1.2	 	not, except as permitted under the Principal Finance Documents, use or
permit any such Intellectual Property to be used in any way which may materially and
adversely affect its value.






	12.2	 	Accounts
	 
	 	 	The Chargor shall ensure that any Account the subject of the security constituted by this
Debenture does not become a dormant account within the meaning of the Dormant Bank and
Building Society Accounts Act 2008.






	13.	 	ENFORCEMENT OF LIEN
	 
	13.1	 	Enforcement
	 
	 	 	If an Enforcement Event has occurred and is continuing, or if a petition or application is
presented for the making of an administration order in relation to the Chargor, or if any
person who is entitled to do so gives written notice of its intention to appoint an
administrator of the Chargor or files such a notice with the court or is requested to do so
by the Chargor, save to the extent that such petition, application, notice or filing is not
made by a member of the Group or any director of any member of the Group and is frivolous or
vexatious and is stayed, dismissed or withdrawn within 4 Business Days of such petition,
application, notice or filing being made the security created by or pursuant to this
Debenture is immediately enforceable and the Collateral Agent may, without notice to the
Chargor or prior authorisation from any court, in its absolute discretion and shall if so
instructed by the Applicable Representative:






	 	13.1.1	 	enforce all or any part of that security (at the times, in the manner and
on the terms it thinks fit) and take possession of and hold or dispose of all or any
part of the Charged Property; and




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	 	13.1.2	 	whether or not it has appointed a Receiver, exercise all or any of the
powers, authorities and discretions conferred by the Law of Property Act 1925 (as
varied or extended by this Debenture) on mortgagees and by this Debenture on any
Receiver or otherwise conferred by law on mortgagees or Receivers.






	13.2	 	No Liability as Mortgagee in Possession
	 
	 	 	Neither the Collateral Agent nor any Receiver shall be liable to account as a mortgagee in
possession in respect of all or any part of the Charged Property or be liable for any loss
upon realisation or for any neglect, default or omission in connection with the Charged
Property to which a mortgagee or mortgagee in possession might otherwise be liable.
	 
	13.3	 	Right of Appropriation
	 
	 	 	To the extent that any of the Charged Property constitutes “financial collateral” and this
Debenture and the obligations of the Chargor hereunder constitute a “security financial
collateral arrangement” (in each case as defined in, and for the purposes of, the Financial
Collateral Arrangements (No. 2) Regulations 2003 (SI 2003 No. 3226) (the “Regulations”) the
Collateral Agent shall have the right if an Enforcement Event has occurred and is continuing
to appropriate all or any part of such financial collateral in or towards discharge of the
Secured Liabilities. For this purpose, the parties agree that the value of such financial
collateral so appropriated shall be (a) in the case of cash, the amount standing to the
credit of each of the Accounts, together with any accrued but unposted interest, at the time
the right of appropriation is exercised; and (b) in the case of Investments and/or Shares,
the market price of such Investments and/or Shares determined by the Collateral Agent by
reference to a public index or by such other process as the Collateral Agent may select,
including independent valuation. In each case, the parties agree that the method of
valuation provided for in this Debenture shall constitute a commercially reasonable method
of valuation for the purposes of the Regulations.
	 
	13.4	 	Effect of Moratorium
	 
	 	 	The Collateral Agent shall not be entitled to exercise its rights under Clause 14.1
(Enforcement) or Clause 4 (Crystallisation of Floating Charge) where the right arises as a
result of an Enforcement Event occurring solely due to any person obtaining or taking steps
to obtain a moratorium pursuant to Schedule A1 of the Insolvency Act 1986.
	 
	14.	 	EXTENSION AND VARIATION OF THE LAW OF PROPERTY ACT 1925
	 
	14.1	 	Extension of Powers
	 
	 	 	The power of sale or other disposal conferred on the Collateral Agent and on any Receiver by
this Debenture shall operate as a variation and extension of the statutory power of sale
under Section 101 of the Law of Property Act 1925 and such power shall arise (and the
Secured Liabilities shall be deemed due and payable for that purpose) on execution of this
Debenture.




 - 17 - 









 






	14.2	 	Restrictions
	 
	 	 	The restrictions contained in Sections 93 and 103 of the Law of Property Act 1925 shall not
apply to this Debenture or to the exercise by the Collateral Agent of its right to
consolidate all or any of the security created by or pursuant to this Debenture with any
other security in existence at any time or to its power of sale, which powers may be
exercised by the Collateral Agent without notice to the Chargor on or at any time if an
Enforcement Event has occurred and is continuing.
	 
	14.3	 	Power of Leasing
	 
	 	 	The statutory powers of leasing may be exercised by the Collateral Agent at any time if an
Enforcement Event has occurred and is continuing and the Collateral Agent and any Receiver
may make any lease or agreement for lease, accept surrenders of leases and grant options on
such terms as it shall think fit, without the need to comply with any restrictions imposed
by Sections 99 and 100 of the Law of Property Act 1925.
	 
	15.	 	APPOINTMENT OF RECEIVER OR ADMINISTRATOR
	 
	15.1	 	Appointment and Removal
	 
	 	 	If an Enforcement Event has occurred and is continuing or if a petition or application is
presented for the making of an administration order in relation to the Chargor, or if any
person who is entitled to do so gives written notice of its intention to appoint an
administrator of the Chargor or files such a notice with the court or is requested to do so
by the Chargor, save to the extent that such petition, application, notice or filing is not
made by a member of the Group or any director of any member of the Group and is frivolous or
vexatious and is stayed, dismissed or withdrawn within 4 Business Days of such petition,
application, notice or filing being made the Collateral Agent may by deed or otherwise
(acting through an authorised officer of the Collateral Agent), without prior notice to the
Chargor:






	 	15.1.1	 	appoint one or more persons to be a Receiver of the whole or any part of
the Charged Property;
	 
	 	15.1.2	 	remove (so far as it is lawfully able) any Receiver so appointed;
	 
	 	15.1.3	 	appoint another person(s) as an additional or replacement Receiver(s); or
	 
	 	15.1.4	 	appoint one or more persons to be an administrator of the Chargor.






	15.2	 	Capacity of Receivers
	 
	 	 	Each person appointed to be a Receiver pursuant to Clause 15.1 (Appointment and Removal)
shall be:






	 	15.2.1	 	entitled to act individually or together with any other person appointed or
substituted as Receiver;
	 
	 	15.2.2	 	for all purposes shall be deemed to be the agent of the Chargor which shall
be solely responsible for his acts, defaults and liabilities and for the payment of




 - 18 - 









 






	 	 	 	his remuneration and no Receiver shall at any time act as agent for the Collateral
Agent; and
	 
	 	15.2.3	 	entitled to remuneration for his services at a rate to be fixed by the
Collateral Agent from time to time (without being limited to the maximum rate specified
by the Law of Property Act 1925).






	15.3	 	Statutory Powers of Appointment
	 
	 	 	The powers of appointment of a Receiver shall be in addition to all statutory and other
powers of appointment of the Collateral Agent under the Law of Property Act 1925 (as
extended by this Debenture) or otherwise and such powers shall remain exercisable from time
to time by the Collateral Agent in respect of any part of the Charged Property.
	 
	16.	 	POWERS OF RECEIVER
	 
	 	 	Every Receiver shall (subject to any restrictions in the instrument appointing him but
notwithstanding any winding-up or dissolution of the Chargor) have and be entitled to
exercise, in relation to the Charged Property (and any assets of the Chargor which, when got
in, would be Charged Property) in respect of which he was appointed, and as varied and
extended by the provisions of this Debenture (in the name of or on behalf of the Chargor or
in his own name and, in each case, at the cost of the Chargor):






	 	16.1.1	 	all the powers conferred by the Law of Property Act 1925 on mortgagors and
on mortgagees in possession and on receivers appointed under that Act;
	 
	 	16.1.2	 	all the powers of an administrative receiver set out in Schedule 1 to the
Insolvency Act 1986 (whether or not the Receiver is an administrative receiver);
	 
	 	16.1.3	 	all the powers and rights of an absolute owner and power to do or omit to
do anything which the Chargor itself could do or omit to do; and
	 
	 	16.1.4	 	the power to do all things (including bringing or defending proceedings in
the name or on behalf of the Chargor) which seem to the Receiver to be incidental or
conducive to (a) any of the functions, powers, authorities or discretions conferred on
or vested in him or (b) the exercise of the Collateral Rights (including realisation of
all or any part of the Charged Property) or (c) bringing to his hands any assets of the
Chargor forming part of, or which when got in would be, Charged Property.






	17.	 	APPLICATION OF MONIES
	 
	 	 	All monies received or recovered by the Collateral Agent or any Receiver pursuant to this
Debenture or the powers conferred by it shall (subject to the claims of any person having
prior rights thereto and by way of variation of the provisions of the Law of Property Act
1925) be applied in accordance with Section 2.01 of the First Lien Intercreditor Agreement.




 - 19 - 









 






	18.	 	PROTECTION OF PURCHASERS
	 
	18.1	 	Consideration
	 
	 	 	The receipt of the Collateral Agent or any Receiver shall be conclusive discharge to a
purchaser and, in making any sale or disposal of any of the Charged Property or making any
acquisition, the Collateral Agent or any Receiver may do so for such consideration, in such
manner and on such terms as it thinks fit.
	 
	18.2	 	Protection of Purchasers
	 
	 	 	No purchaser or other person dealing with the Collateral Agent or any Receiver shall be
bound to inquire whether the right of the Collateral Agent or such Receiver to exercise any
of its powers has arisen or become exercisable or be concerned with any propriety or
regularity on the part of the Collateral Agent or such Receiver in such dealings.
	 
	19.	 	POWER OF ATTORNEY
	 
	19.1	 	Appointment and Powers
	 
	 	 	The Chargor by way of security irrevocably appoints the Collateral Agent and any Receiver
severally to be its attorney and in its name, on its behalf and as its act and deed to
execute, deliver and perfect all documents and do all things which the attorney may consider
to be required or desirable for:






	 	19.1.1	 	carrying out any obligation imposed on the Chargor by this Debenture or any
other agreement binding on the Chargor to which the Collateral Agent is a party
(including the execution and delivery of any deeds, charges, assignments or other
security and any transfers of the Charged Property); and
	 
	 	19.1.2	 	enabling the Collateral Agent and any Receiver to exercise, or delegate the
exercise of, any of the rights, powers and authorities conferred on them by or pursuant
to this Debenture or by law (including, if an Enforcement Event has occurred and is
continuing, the exercise of any right of a legal or beneficial owner of the Charged
Property),
	 
	 	 	 	provided always that the Collateral Agent may only be entitled to exercise the
powers conferred upon it by the Chargor under this Clause 19.1 if:






	 	(a)	 	an Enforcement Event has occurred and is continuing; and/or
	 
	 	(b)	 	the Collateral Agent has received notice from the Applicable
Representative, the Loan Parties’ Agent and/or the Chargor that the Chargor has
failed to comply with a further assurance or perfection obligation within 10
Business Days of being notified of that failure (with a copy of that notice
being sent to the Loan Parties’ Agent),





	 	 	 	provided further that the Collateral Agent shall not be obliged to exercise the
powers conferred upon it by the Chargor under this Clause 19.1 unless and until it
shall have been (a) instructed to do so by the Applicable Representative and (b)
indemnified and/or secured and/or prefunded to its satisfaction.




 - 20 - 









 












	19.2	 	Ratification
	 
	 	 	The Chargor shall ratify and confirm all things done and all documents executed by any
attorney in the exercise or purported exercise of all or any of his powers.
	 
	20.	 	EFFECTIVENESS OF LIEN
	 
	20.1	 	Continuing Lien






	 	20.1.1	 	The Lien created by or pursuant to this Debenture shall remain in full
force and effect as a continuing security for the Secured Liabilities unless and until
discharged by the Collateral Agent.
	 
	 	20.1.2	 	No part of the security from time to time intended to be constituted by the
Debenture will be considered satisfied or discharged by any intermediate payment,
discharge or satisfaction of the whole or any part of the Secured Liabilities.






	20.2	 	Cumulative Rights
	 
	 	 	The security created by or pursuant to this Debenture and the Collateral Rights shall be
cumulative, in addition to and independent of every other security which the Collateral
Agent or any Secured Party may at any time hold for the Secured Liabilities or any other
obligations or any rights, powers and remedies provided by law. No prior security held by
the Collateral Agent (whether in its capacity as security trustee or otherwise) or any of
the other Secured Parties over the whole or any part of the Charged Property shall merge
into the security constituted by this Debenture.
	 
	20.3	 	No Prejudice
	 
	 	 	The security created by or pursuant to this Debenture and the Collateral Rights shall not be
prejudiced by any unenforceability or invalidity of any other agreement or document or by
any time or indulgence granted to the Chargor or any other person, or the Collateral Agent
(whether in its capacity as security trustee or otherwise) or any of the other Secured
Parties or by any variation of the terms of the trust upon which the Collateral Agent holds
the security or by any other thing which might otherwise prejudice that security or any
Collateral Right.
	 
	20.4	 	Remedies and Waivers
	 
	 	 	No failure on the part of the Collateral Agent to exercise, or any delay on its part in
exercising, any Collateral Right shall operate as a waiver of that Collateral Right, nor
shall any single or partial exercise of any Collateral Right preclude any further or other
exercise of that or any other Collateral Right.




 - 21 - 









 






	20.5	 	No Liability
	 
	 	 	None of the Collateral Agent, its nominee(s) or any Receiver or Delegate shall be liable by
reason of (a) taking any action permitted by this Debenture or (b) any neglect or default in
connection with the Charged Property or (c) taking possession of or realising all or any
part of the Charged Property, except to the extent provided in the Principal Finance
Documents.
	 
	20.6	 	Partial Invalidity
	 
	 	 	If, at any time, any provision of this Debenture is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions of this Debenture nor of such
provision under the laws of any other jurisdiction shall in any way be affected or impaired
thereby and, if any part of the security intended to be created by or pursuant to this
Debenture is invalid, unenforceable or ineffective for any reason, that shall not affect or
impair any other part of the security.
	 
	20.7	 	Waiver of defences
	 
	 	 	The obligations of the Chargor under this Debenture and the Collateral Rights will not be
affected by an act, omission, matter or thing which, but for this Clause, would reduce,
release or prejudice any of its obligations under this Debenture (without limitation and
whether or not known to it or any Secured Party) including:






	 	20.7.1	 	any time, waiver or consent granted to, or composition with, any Loan Party
or other person;
	 
	 	20.7.2	 	the release of any Loan Party or any other person under the terms of any
composition or arrangement with any creditor of any member of the Group;
	 
	 	20.7.3	 	the taking, variation, compromise, exchange, renewal or release of, or
refusal or neglect to perfect, take up or enforce, any rights against, or security over
assets of, any Loan Party or other person or any non-presentation or non-observance of
any formality or other requirement in respect of any instrument or any failure to
realise the full value of any security;
	 
	 	20.7.4	 	any incapacity or lack of power, authority or legal personality of or
dissolution or change in the members or status of any Loan Party or any other person;
	 
	 	20.7.5	 	any amendment, novation, supplement, extension (whether of maturity or
otherwise) or restatement (in each case however fundamental and of whatsoever nature,
and whether or not more onerous) or replacement of a Loan Document or any other
document or security or of the Secured Liabilities;
	 
	 	20.7.6	 	any unenforceability, illegality or invalidity of any obligation of any
person under any Loan Documents or any other document or security or of the Secured
Liabilities; or
	 
	 	20.7.7	 	any insolvency or similar proceedings.




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	20.8	 	Immediate recourse
	 
	 	 	The Chargor waives any right it may have of first requiring any Secured Party (or any
trustee or agent on its behalf) to proceed against or enforce any other rights or security
or claim payment from any person before claiming from the Chargor under this Debenture.
This waiver applies irrespective of any law or any provision of this Debenture to the
contrary.
	 
	20.9	 	Deferral of Rights
	 
	 	 	Until such time as the Secured Liabilities have been discharged in full, the Chargor will
not exercise any rights which it may have by reason of performance by it of its obligations
under this Debenture:






	 	20.9.1	 	to be indemnified by any Loan Party;
	 
	 	20.9.2	 	to claim any contribution from any guarantor of any Loan Party’s
obligations under this Debenture; and/or
	 
	 	20.9.3	 	to take the benefit (in whole or in part and whether by way of subrogation
or otherwise) of any rights of the Secured Parties under the Loan Documents or of any
other guarantee or security taken pursuant to, or in connection with, this Debenture by
any Secured Party.






	21.	 	RELEASE OF LIEN
	 
	21.1	 	Redemption of Lien
	 
	 	 	The security constituted by this Debenture shall be released, reassigned and cancelled:






	 	21.1.1	 	by the Collateral Agent (acting on the instructions of the Applicable
Representative) at the request and cost of the Chargor, upon the Secured Liabilities
being irrevocably paid or discharged in full and none of the Secured Parties being
under any further actual or contingent obligation to make advances or provide other
financial accommodation to the Chargor or any other person under any of the Loan
Documents; or
	 
	 	21.1.2	 	in accordance with, and to the extent required by, the Intercreditor
Arrangements (to the extent it is possible to give effect to such arrangements under
English law).






	21.2	 	Avoidance of Payments
	 
	 	 	If the Collateral Agent reasonably considers that any amount paid or credited to any Secured
Party is capable of being avoided or reduced by virtue of any bankruptcy, insolvency,
liquidation or similar laws the liability of the Chargor under this Debenture and the
security constituted by this Debenture shall continue and such amount shall not be
considered to have been irrevocably paid.




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	22.	 	SUBSEQUENT AND PRIOR LIEN
	 
	22.1	 	Subsequent Lien
	 
	 	 	If the Collateral Agent (acting in its capacity as security trustee or otherwise) or any of
the other Secured Parties at any time receives or is deemed to have received notice of any
subsequent Lien affecting all or any part of the Charged Property or any assignment or
transfer of the Charged Property which in either case is prohibited by the terms of this
Debenture or the Principal Finance Documents, all payments thereafter by or on behalf of the
Chargor to the Collateral Agent (whether in its capacity as security trustee or otherwise)
or any of the other Secured Parties shall be treated as having been credited to a new
account of the Chargor and not as having been applied in reduction of the Secured
Liabilities as at the time when the Collateral Agent received such notice.
	 
	22.2	 	Prior Lien
	 
	 	 	In the event of any action, proceeding or step being taken to exercise any powers or
remedies conferred by any prior ranking Lien or upon the exercise by the Collateral Agent or
any Receiver or any Delegate of any power of sale under this Debenture the Collateral Agent
may redeem that prior Lien or procure the transfer of it to itself. The Collateral Agent
may settle and agree the accounts of the prior Lien and any accounts so settled and agreed
will be conclusive and binding on the Chargor. All principal monies, interest, costs,
charges and expenses of and incidental to any redemption or transfer will be paid by the
Chargor to the Collateral Agent on demand.
	 
	23.	 	ASSIGNMENT
	 
	 	 	The Collateral Agent may assign and transfer all or any of its rights and obligations under
this Debenture to facilitate the performance of its role as Collateral Agent under the Loan
Documents in accordance with the Intercreditor Arrangements. Subject to Section 9.16 of the
Credit Agreement and the terms of the Principal Finance Documents, the Collateral Agent
shall be entitled to disclose such information concerning the Chargor and this Debenture as
the Collateral Agent considers appropriate to any actual or proposed direct or indirect
successor or to any person to whom information may be required to be disclosed by any
applicable law.
	 
	24.	 	INDEMNITY
	 
	 	 	To the extent set out in Section 4.11 of the First Lien Intercreditor Agreement, the Chargor
shall, notwithstanding any release or discharge of all or any part of the security,
indemnify the Collateral Agent, its agents, attorneys, any Delegate and any Receiver against
any action, proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs
which it may sustain as a consequence of any breach by the Chargor of the provisions of this
Debenture, the exercise or purported exercise of any of the rights and powers conferred on
them by this Debenture or otherwise relating to the Charged Property.




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	25.	 	PAYMENTS FREE OF DEDUCTION
	 
	 	 	Section 2.20 (Taxes) of the Credit Agreement applies to this Debenture, save that, for the
purposes of this Debenture only, the references in Section 2.20 (Taxes) of the Credit
Agreement to “a Loan Party”, “that Loan Party” and “each Loan Party” shall be replaced with
“the Chargor”.
	 
	26.	 	CURRENCY INDEMNITY
	 
	26.1	 	The Secured Liabilities shall be paid in the currency in which it is denominated at the
relevant time, unless the Loan Documents provide otherwise.
	 
	26.2	 	If any Secured Liabilities is received from the Chargor in a currency (“first currency”)
other than the currency (“second currency”) in which it is payable (whether as a result of
obtaining or enforcing an order or judgment, the dissolution of any person or otherwise), the
amount received shall only satisfy the Chargor’s obligation to pay its Secured Liabilities to
the extent of the amount in the second currency which the relevant Secured Party is able, in
accordance with its usual practice, to purchase with the amount received in the first currency
on the date of that receipt (or, if it is not possible to make that purchase on that date, on
the first date upon which it is possible to do so).
	 
	26.3	 	Subject to Section 9.05 of the Credit Agreement and the terms of the Principal Finance
Documents, the Chargor indemnifies each Secured Party against:






	 	26.3.1	 	any loss sustained by it as a result of the amount purchased by it in the
second currency pursuant to Clause 26.2 above being less than the amount due; and
	 
	 	26.3.2	 	all costs and expenses properly incurred by it in purchasing the second
currency,






	 	 	in respect of any Secured Liabilities received from the Chargor.
	 
	26.4	 	The Chargor shall pay to the relevant Secured Party, promptly upon demand, in the currency
stipulated, all amounts payable pursuant to such indemnity.
	 
	27.	 	DISCRETION AND DELEGATION
	 
	27.1	 	Discretion
	 
	 	 	Any liberty or power which may be exercised or any determination which may be made under
this Debenture by the Collateral Agent or any Receiver may, subject to the terms and
conditions of the Intercreditor Arrangements and to any requirement of reasonableness
required under this Debenture, be exercised or made in its absolute and unfettered
discretion without any obligation to give reasons.
	 
	27.2	 	Delegation
	 
	 	 	Subject to Section 4.05 of the First Lien Intercreditor Agreement (to the extent permitted
by English law), each of the Collateral Agent and any Receiver shall have full power to
delegate (either generally or specifically) the powers, authorities and discretions
conferred on it by this Debenture (including the power of attorney) on




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	 	 	such terms and conditions as it shall see fit which delegation shall not preclude either the
subsequent exercise, any subsequent delegation or any revocation of such power, authority or
discretion by the Collateral Agent or the Receiver itself.
	 
	28.	 	PERPETUITY PERIOD
	 
	 	 	The perpetuity period under the rule against perpetuities, if applicable to this Debenture,
shall be the period of eighty years from the date of this Debenture.
	 
	29.	 	GOVERNING LAW
	 
	 	 	This Debenture and any non-contractual obligations arising out of or in connection with it
are governed by English law.
	 
	30.	 	JURISDICTION
	 
	30.1	 	English Courts
	 
	 	 	The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”)
arising out of, or connected with this Debenture (including a dispute regarding the
existence, validity or termination of this Debenture or the consequences of its nullity) or
any non-contractual obligations arising out of or in connection with this Debenture.
	 
	30.2	 	Convenient Forum
	 
	 	 	The parties agree that the courts of England are the most appropriate and convenient courts
to settle Disputes between them and, accordingly, that they will not argue to the contrary.
	 
	30.3	 	Exclusive Jurisdiction
	 
	 	 	This Clause 30 (Jurisdiction) is for the benefit of the Collateral Agent only. As a result
and notwithstanding Clause 30.1 (English Courts), it does not prevent the Collateral Agent
from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the
extent allowed by law the Collateral Agent may take concurrent proceedings in any number of
jurisdictions.
	 
	30.4	 	Counterparts
	 
	 	 	This Debenture may be executed in any number of counterparts, and this has the same effect
as if the signatures on the counterparts were on a single copy of this Debenture.




THIS DEBENTURE has been signed on behalf of the Collateral Agent and executed as a deed by the
Chargor and is delivered by it on the date specified above.










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SCHEDULE 1

DETAILS OF ACCOUNTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Account	 	 	Type of	 	 	 	 	 	 	 	 	 	 
	Bank name	 	Address	 	 	Postcode	 	 	City	 	 	Currency	 	 	No.	 	 	account	 	 	IBAN	 	 	SWIFT	 	 	SortCode	 
	HSBC 
	 	PO Box 117, 60	 	TS1 1RS	 	Cleveland	 	GBP	 	 	[                    ]	 	 	Current	 	GB82MIDL40330[                    ]	 	 	MIDLGB2108G	 	 	 	40-33-01	 
	 
	 	Albert Road,	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Middlesbrough	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 - 27 - 









 






SCHEDULE 2

FORM OF NOTICE OF ASSIGNMENT OF INSURANCE




To: [Insurer]




Date: [•]



Dear Sirs,



We hereby give you notice that we have assigned to The Bank of New York Mellon (the “Collateral
Agent”) pursuant to a debenture (the “Debenture”) entered into by us in favour of the Collateral
Agent dated [•] all our right, title and interest in and to the proceeds of [insert details of
relevant insurance policy] (the “Policy of Insurance”). All references to the Collateral Agent in
this notice include any person or entity appointed as successor to The Bank of New York Mellon as
Collateral Agent.



With effect from your receipt of this notice we instruct you to:





	1.	 	make all payments and claims under or arising from the Policy of Insurance to the Collateral
Agent [insert an account number if required] or to its order as it may specify in writing from
time to time;
	 
	2.	 	note the interest of the Collateral Agent on the Policy of Insurance; and
	 
	3.	 	disclose to the Collateral Agent, without further approval from us, such information
regarding the Policy of Insurance as the Collateral Agent may from time to time request and to
send it copies of all notices issued by you under the Policy of Insurance.




With effect from your receipt of this notice all rights, interests and benefits whatsoever accruing
to or for the benefit of ourselves arising from the Policy of Insurance (including all rights to
compel performance) belong to and are exercisable by the Collateral Agent.



Please acknowledge receipt of this notice by signing the acknowledgement on the enclosed copy
letter and returning the same to the Collateral Agent at [•] marked for the attention of [•].



Yours faithfully,




	 	 	 	 	 
	 	
 	 
	 	for and on behalf of 	 
	 	Closure Systems International (UK) Limited 	 



 - 28 - 









 






	 	 	 	 	 


[On copy only]



To: [•]



We acknowledge receipt of a notice in the terms set out above and confirm that we have not received
notice of any previous assignments or charges of or over any of the rights, title and interests and
benefits referred to in such notice and that we will comply with the terms of that notice.



We further confirm that no amendment or termination of the Policy of Insurance shall be effective
unless we have given the Collateral Agent thirty days written notice of such amendment or
termination.




	 	 	 	 	 
	 	For and on behalf of [•]

 	 
	 	By:  	 	 
	 	 	 	 


Dated:








 - 29 - 









 








SCHEDULE 3

FORM OF NOTICE OF ASSIGNMENT OF ACCOUNT




To: [Account Bank]




Date: [•]



Dear Sirs,



We hereby give you notice that, pursuant to an English law debenture (the “Debenture”) dated [•]
and made between ourselves and The Bank of New York Mellon (the “Collateral Agent”), we have
assigned and charged to the Collateral Agent all of our right, title and interest in and to account
number [•], account name [•] (including any renewal or redesignation of such account) and all
monies standing to the credit of that account from time to time (the “Account”). All references to
the Collateral Agent in this notice include any person or entity appointed as successor to The Bank
of New York Mellon as Collateral Agent.



You are hereby instructed that, following your receipt of any notice from the Collateral Agent that
an Enforcement Event (as defined in the Debenture) has occurred and is continuing:





	(a)	 	any existing payment instructions affecting the Account shall immediately be terminated and
all payments and communications in respect of the Account shall from that time onwards be made
to the Collateral Agent or to its order (with a copy to the Chargor); and
	 
	(b)	 	all rights, interests and benefits whatsoever accruing to or for the benefit of ourselves
arising from the Account shall belong to the Collateral Agent.




For the avoidance of doubt, unless and until you receive notice from the Collateral Agent that an
Enforcement Event has occurred and is continuing, the Account shall be operated as normal in
accordance with the account mandate that currently exists.



Please accept this notice by signing the enclosed acknowledgement and returning it to the
Collateral Agent at [•] marked for the attention of [•].



Yours
faithfully


	 	 	 	 	 
	 	for and on behalf of 	 
	 	Closure Systems International (UK) Limited 	 



 - 30 - 









 






	 	 	 	 	 


[on copy only]



To: [•]



Date: [•]



At the request of the Collateral Agent and Closure Systems International (UK) Limited we
acknowledge receipt of the notice of assignment and charge, on the terms attached, in respect of
the Account (as described in those terms). We confirm that:





	(a)	 	the balance standing to the Account at today’s date is [•], no fees or periodic charges are
payable in respect of the Account and there are no restrictions on (a) the payment of the
credit balance on the Account [(except, in the case of a time deposit, the expiry of the
relevant period)] or (b) the assignment of the Account to the Collateral Agent or any third
party;
	 
	(b)	 	we have not received notice of any previous and continuing assignments of, charges over or
trusts in respect of, the Account;
	 
	(c)	 	following receipt by ourselves of notice from the Collateral Agent that an Enforcement Event
(as defined in the Debenture) has occurred and is continuing, we will not without the
Collateral Agent’s consent (a) exercise any right of combination, consolidation or set off
which we may have in respect of the Account or (b) amend or vary any rights attaching to the
Account;
	 
	(d)	 	following receipt by ourselves of notice from the Collateral Agent that an Enforcement Event
has occurred and is continuing, we will act only in accordance with the instructions given by
persons authorised by the Collateral Agent and we shall send all statements and other notices
given by us relating to the Account to the Collateral Agent; and
	 
	(e)	 	we agree that we will not, in accordance with the Dormant Bank and Building Society Accounts
Act 2008, take any steps to transfer the balance standing to the credit of the Account to the
reclaim fund without the Collateral Agent’s prior written consent.





	 	 	 	 	 
	 	For and on behalf of [•]

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 



 - 31 - 









 






	 	 	 	 	 



SIGNATURE PAGE FOR




CLOSURE SYSTEMS INTERNATIONAL (UK) LIMITED DEBENTURE





	 	 	 	 	 

	The Chargor
	 	 	 	 
	Signed as a deed by

	 	)	 
	 

	 	)	 
	as attorney for

	 	)	 
	Closure Systems International (UK) Limited

	 	)	 
	in the presence of:

	 	)
PHILIP WEST	 








CHIARA BROPHY                           Signature of witness


 

CHIARA
BROPHY
                             Name of witness



LEVEL
25                                             Address of witness



2 PARK STREET



SYDNEY



LAWYER                                              Occupation of witness







 - 32 - 









 








The Collateral Agent




	 	 	 	 	 
	Signed by

	 	)	 
	THE BANK OF NEW YORK MELLON

	 	)	 
	 

	 	)	 







	 	 	 	 	 

	By:

	 	/s/ MAKSIM GENKIN
 

Name: MAKSIM GENKIN
	 	 
	 

	 	Address: 101 BARCLAY STREET, 4E, NY NY, 10286	 	 
	 

	 	Fax: 212-815-5366	 	 
	 

	 	Attention: INTL. CORPORATE TRUST	 	 






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