ex1019uksecurityagreemen







Exhibit 10.19    





 







ii   1243436-LONSR01A - MSW   CONTENTS   Clause Page   1. INTERPRETATION .............................................................................................. 1   2. GUARANTEE ....................................................................................................... 7   3. CREATION OF SECURITY ............................................................................... 10   4. REPRESENTATIONS - GENERAL ................................................................... 13   5. RESTRICTIONS ON DEALINGS ...................................................................... 14   6. INVESTMENTS .................................................................................................. 14   7. ACCOUNTS ........................................................................................................ 17   8. ASSIGNED CONTRACTS ................................................................................. 19   9. PLANT AND MACHINERY .............................................................................. 20   10. WHEN SECURITY BECOMES ENFORCEABLE ............................................ 21   11. ENFORCEMENT OF SECURITY...................................................................... 21   12. ADMINISTRATOR ............................................................................................. 23   13. RECEIVER .......................................................................................................... 23   14. POWERS OF RECEIVER ................................................................................... 24   15. APPLICATION OF PROCEEDS ........................................................................ 27   16. TAXES, EXPENSES AND INDEMNITY .......................................................... 27   17. DELEGATION .................................................................................................... 28   18. FURTHER ASSURANCES ................................................................................ 28   19. POWER OF ATTORNEY ................................................................................... 29   20. PRESERVATION OF SECURITY ..................................................................... 29   21. MISCELLANEOUS ............................................................................................ 32   22. RELEASE  ............................................................................................................ 33   23. COUNTERPARTS .............................................................................................. 34   24. NOTICES  ............................................................................................................ 34   25. GOVERNING LAW ............................................................................................ 37   26. ENFORCEMENT ................................................................................................ 37   SCHEDULE 1 Security Assets ................................................................................... 39   PART 1 Charged Shares................................................................................... 39   PART 2 Specific Plant and Machinery ............................................................ 40   PART 3 Security Accounts ............................................................................ 123   SCHEDULE 2 Forms of Letter for Security Accounts............................................. 126   PART 1 Notice to Account Bank ................................................................... 126   PART 2 Acknowledgement of Account Bank ............................................... 129   SCHEDULE 3 Forms of Letter for Insurance Policies ............................................. 131   PART 1 Form of Notice of Assignment ......................................................... 131   PART 2 Form of Letter of Undertaking ......................................................... 133   SCHEDULE 4 Forms of Letter for Assigned Contracts ........................................... 134   PART 1 Notice to Counterparty ..................................................................... 134   PART 2 Acknowledgement of Counterparty ................................................. 136        





 







    





 







2   1243436-LONSR01A - MSW   (e) any bill of exchange or other negotiable instrument from time to time held by   it for an amount in excess of $250,000 (or its equivalent in other currencies);    (f) any other agreement whether existing at the date of this Deed or entered into   after the date of this Deed under which the aggregate consideration payable at   any time to a Chargor is in excess of $100,000 (or its equivalent in other   currencies); and   (g) any other agreement from time to time to which a Chargor is a party and   which a Chargor and the Administrative Agent have designated an Assigned   Contract.   Cash Management Document means in relation to any Chargor, any agreement to   which it is a party between two or more members of the Group that provides for any   cash pooling, set-off, netting, or similar arrangement.   Charged Shares means all shares in any member of the Group that is on the date of   this Deed, or after the date of this Deed becomes, a wholly-owned Material Foreign   Subsidiary of a Chargor and which is incorporated in England and Wales and held by,   or issued to, a Chargor or held by any nominee on its behalf.    Charged Company means each member of the Group from time to time whose shares   are subject to this Security.   Credit Agreement means the credit agreement dated on or about the date of this Deed   between, amongst others, Avaya UK, as U.K. Borrower, the other borrowers party   thereto, and the Administrative Agent.   Discharge Date means the date on which all of the Secured Obligations have been paid   in full (other than contingent indemnification obligations not yet accrued and payable),   independently of any partial or intermediate payment in accordance with the terms of   the Loan Documents, and the Lenders have no further commitment to lend under the   Credit Agreement, the Outstanding Amount of L/C Obligations have been either   reduced to zero, back-stopped by a letter of credit in form and substance satisfactory to   the Administrative Agent in its sole discretion or Cash Collateralized and the L/C   Issuers have no further obligations to issue Letters of Credit under the Credit   Agreement.    Enforcement Event means the occurrence of an Event of Default which is continuing.    Group means Holdings, the Company and any of the Company's Restricted   Subsidiaries.   Insurance Policies means, in relation to any Chargor, all insurance policies maintained   by such Chargor, other than any insurance policy to the extent such insurance policy   provides for (i) business interruption insurance or (ii) insurance in respect of liabilities   of that Chargor to third parties.    Intercompany Document means in relation to any Chargor, any note or loan   agreement with any other member of the Group.   Investments means:   (a) the Charged Shares; and     





 







3   1243436-LONSR01A - MSW   (b) all other shares, stocks, debentures, bonds, warrants, coupons and other   securities and investments issued by any member of the Group that is a wholly-   owned Material Foreign Subsidiary of a Chargor organized in England and   Wales, Germany, Ireland or Canada,   which a Chargor purports to mortgage or charge under this Deed.   Party means a party to this Deed.   Plant and Machinery means any plant, machinery, computers or office equipment   which a Chargor purports to mortgage or charge under this Deed.   Receiver means an administrative receiver, a receiver and manager or a receiver, in   each case, appointed under this Deed and that term will include any appointee under a   joint and/or several appointment.   Related Rights means in relation to any Investment:   (a) the proceeds of sale of the whole or any part of that asset or any monies and   proceeds paid or payable in respect of that asset;   (b) all rights under any agreement for sale, option or lease in respect of that asset;   and   (c) all rights, benefits, claims, contracts, warranties, remedies, security indemnities   or covenants for title in respect of that asset.   Secured Obligations means all advances to, and debts, liabilities, obligations,   covenants and duties of, any Loan Party arising under any Loan Document or   otherwise with respect to any Loan or Letter of Credit, whether direct or indirect   (including those acquired by assumption), absolute or contingent, due or to become   due, now existing or hereafter arising and including interest and fees that accrue after   the commencement by or against any Loan Party of any proceeding under any Debtor   Relief Laws naming such person as the debtor in such proceeding, regardless of   whether such interest and fees are allowed claims in such proceeding.   Security means any Security Interest created, evidenced or conferred by or under this   Deed.   Security Account means in relation to any Chargor:   (a) any account specified in Part 3 of Schedule 1  (Security Assets) opposite its   name;    (b) any other account which a Chargor purports to charge under this Deed; and    (c) in each case, any subdivision or sub account of any such account,    but excludes any Excluded Account.   Security Assets means any and all assets of each Chargor that are the subject of this   Security.   Security Interest means any mortgage, pledge, lien, charge (fixed or floating),   assignment, hypothecation, set-off or trust arrangement for the purpose of creating     





 







4   1243436-LONSR01A - MSW   security, reservation of title or security interest or any other agreement or arrangement   having a similar effect.   Security Period means the period beginning on the date of this Deed and ending on the   Discharge Date.    Security Trust Deed means the Security Trust Deed dated on or about the date of this   Deed and entered into between, amongst others, the Administrative Agent and Avaya   UK.   Territory means England and Wales.   1.2 Construction   In this Deed (including its Recitals):   (a) capitalised terms defined in the Credit Agreement have, unless expressly   defined in this Deed, the same meaning in this Deed.   (b) an agreement includes any legally binding arrangement, agreement, contract,   deed or instrument (in each case whether oral or written);   (c) an amendment includes any amendment, supplement, variation, waiver,   novation, modification, replacement or restatement (however fundamental) and   amend and amended shall be construed accordingly;   (d) assets includes properties, assets, businesses, undertakings, revenues and rights   of every kind (including uncalled share capital), present or future, actual or   contingent, and any interest in any of the above;   (e) a consent includes an authorisation, permit, approval, consent, exemption,   licence, order, filing, registration, recording, notarisation, permission or   waiver;   (f) references to an Event of Default being continuing means that such Event of   Default has occurred or arisen and has not been expressly remedied or has not   been expressly waived in writing by the Administrative Agent or the applicable   Lenders, in each case in accordance with, and to the extent permitted by, the   terms of the Credit Agreement;   (g) a disposal includes any sale, transfer, grant, lease, licence or other disposal,   whether voluntary or involuntary and dispose will be construed accordingly;   (h) including means including without limitation and includes and included shall   be construed accordingly;   (i) indebtedness  includes any obligation (whether incurred as principal,   guarantor or surety and whether present or future, actual or contingent) for the   payment or repayment of money;   (j) losses includes losses, actions, damages, payments, claims, proceedings, costs,   demands, expenses (including legal and other fees) and liabilities of any kind   and loss shall be construed accordingly;     





 







5   1243436-LONSR01A - MSW   (k) a person includes any individual, trust, firm, fund, company, corporation,   partnership, joint venture, government, state or agency of a state or any   undertaking or other association (whether or not having separate legal   personality) or any two or more of the foregoing; and   (l) a regulation includes any regulation, rule, official directive, request or   guideline (whether or not having the force of law but if not having the force of   law compliance with which is customary) of any governmental or   supranational body, agency, department or regulatory, self-regulatory or other   authority or organisation.   (m) In this Deed, unless a contrary intention appears:   (i) a reference to any person includes a reference to that person’s   permitted successors, assignees and transferees and, in the case of the   Administrative Agent, any person for the time being appointed as   Administrative Agent in accordance with the Loan Documents, and in   the case of the Administrative Agent and any Receiver, any Delegate   of the Administrative Agent or Receiver (as appropriate);   (ii) references to Clauses, Subclauses and Schedules are references to,   respectively, clauses and subclauses of and schedules to this Deed and   references to this Deed include its schedules;   (iii) a reference to (or to any specified provision of) any agreement is to   that agreement (or that provision) as amended, restated or otherwise   modified from time to time;   (iv) a reference to a statute, statutory instrument or provision of law is to   that statute, statutory instrument or provision of law, as it may be   applied, amended or re-enacted from time to time;   (v) the index to and the headings in this Deed are for convenience only   and are to be ignored in construing this Deed;    (vi) references to “with full title guarantee” are to be construed as provided   for in the Law of Property (Miscellaneous Provisions) Act 1994; and   (vii) words imparting the singular include the plural and vice versa.   (n) The term:   certificated has the meaning given to it in the Uncertificated Securities   Regulations 2001; and   clearance system means a person whose business is or includes the provision   of clearance services or security accounts or any nominee or depository for that   person.   (o) Any covenant of a Chargor under this Deed (other than a payment obligation)   remains in force during the Security Period and is given for the benefit of each   Secured Party.   (p) The terms of the other Loan Documents and of any side letters between any   Parties in relation to any Loan Document (as the case may be) are incorporated     





 







6   1243436-LONSR01A - MSW   in this Deed to the extent required to ensure that any purported disposition of   any freehold or leasehold property contained in this Deed is a valid disposition   in accordance with section 2(1) of the Law of Property (Miscellaneous   Provisions) Act 1989.   (q) This Deed shall continue to be effective, or be reinstated, as the case may be, if   at any time any payment (or any part thereof) of any of the Secured   Obligations is avoided, rescinded or must otherwise be restored or returned by   the Administrative Agent or any other Secured Party, as though such payment   had not been made.   (r) Unless the context otherwise requires, a reference to a Security Asset or any   type or description of a Security Asset includes:   (i) any part of that Security Asset; and   (ii) any present and future assets of that type.     1.3 Third Party Rights   (a) Unless expressly provided to the contrary in this Deed, a person who is not a   party to this Deed may not enforce any of its terms under the Contracts (Rights   of Third Parties) Act 1999.   (b) Notwithstanding any term of this Deed, the consent of any third party is not   required to rescind, vary, amend or terminate this Deed at any time.   1.4 Limitation under German Law   (a) Notwithstanding anything to the contrary in this Deed or any other Loan   Document, if and to the extent that any managing director (Geschäftsführer) of   Avaya GmbH demonstrates in writing to the Administrative Agent by way of   providing a certificate accompanied with background information satisfactory   to the Administrative Agent (acting reasonably) that enforcement of the   Security over English Assets of Avaya GmbH created pursuant to this Deed in   respect of any Cross- and Upstream Liability Obligation were to cause personal   liability of such managing director based on mandatory restrictions imposed by   German law relating to up-stream and cross-stream guarantees and/or collateral   and/or payment, the Administrative Agent shall only be entitled to enforce   such Security over the English Assets of Avaya GmbH created pursuant to this   Deed in respect of the Cross- and Upstream Liability Obligation up to the   amount at which no such personal liability (as demonstrated by the managing   director) would occur. In the event that the Administrative Agent is so   restricted in enforcement of the Security over the English Assets of Avaya   GmbH granted hereunder pursuant to this Clause, Avaya GmbH shall take all   reasonable measures to mitigate the effect of such limitation and inform the   Administrative Agent of any such measures accordingly. Avaya GmbH shall at   any time, upon the Administrative Agent's reasonable request, provide the   Administrative Agent with further and updated evidence showing whether and   to which extent its financial condition has improved. The Administrative Agent   shall at all times remain entitled (acting reasonably) to further enforce the   Security over the English Assets of Avaya GmbH created pursuant to this Deed   in respect of the Cross- and Upstream Liability Obligation as and when the   financial condition of Avaya GmbH improves.     





 







7   1243436-LONSR01A - MSW   (b) Any evidence relating to financial information delivered by Avaya GmbH in   connection with (a) above shall be prepared in accordance with the provisions   of the German Commercial Code (Handelsgesetzbuch, "HGB") consistently   applied by Avaya GmbH in preparing its unconsolidated balance sheets   (Jahresabschluss) according to Section 42 GmbHG, Sections 242, 264 HGB in   the previous years, save that (i) loans provided to Avaya GmbH by its parent or   any of its parent's subsidiaries shall be disregarded, if and to the extent that   such loans are subordinated or are considered subordinated by law or by   contract at least to the rank pursuant to section 39 (1) No. 5 InsO and (ii) loans   or other contractual liabilities incurred by Avaya GmbH in breach of this Deed   or any other Loan Document shall not be taken into account as liabilities.   (c) “Cross- and Upstream Liability Obligations” means any guarantee and   indemnity or joint and several liability which secures any obligations owed by   any other Loan Party who is an affiliated company (verbundenes   Unternehmen) within the meaning of Section 15 German Stock Corporation   Act (Aktiengesetz) (in each case other than a direct or indirect subsidiary of   Avaya GmbH). For the avoidance of doubt, any guarantee and indemnity or   joint and several liability which secures any obligations owed in respect of (x)   loans to the extent they are on-lent to Avaya GmbH or any of its direct or   indirect subsidiaries and such amount is not repaid or (y) bank guarantees,   letters of credit or any other financial or monetary instrument issued for the   benefit of any of the creditors of Avaya GmbH or any of its direct or indirect   subsidiaries shall not constitute Cross- and Upstream Liability Obligations.   2. GUARANTEE   2.1 Guarantee    Each Chargor irrevocably and unconditionally jointly and severally:   (a) guarantees as principal obligor to each Secured Party due and punctual   performance by each Loan Party of all of the Secured Obligations now or in   the future due, owing or incurred by such Loan Party;    (b) undertakes with each Secured Party that whenever another Loan Party does not   pay or discharge any Secured Obligation now or in the future due, owing or   incurred by that Loan Party, it shall immediately on the Administrative Agent’s   written demand pay or discharge such Secured Obligation as if it was the   principal obligor; and   (c) indemnifies each Secured Party immediately on written demand against any   cost, loss or liability suffered by the Administrative Agent or other Secured   Party if any obligation guaranteed by it is or becomes unenforceable, invalid or   illegal.  The amount of the cost, loss or liability shall be equal to the amount   which the Administrative Agent or such other Secured Party would otherwise   have been entitled to recover.   2.2 Continuing Guarantee   This guarantee is a continuing guarantee and will extend to the ultimate balance of   sums payable by any Loan Party under the Loan Documents, regardless of any   intermediate payment or discharge in whole or in part.     





 







8   1243436-LONSR01A - MSW   2.3 Reinstatement   If any payment by a Loan Party or any discharge given by the Administrative Agent or   other Secured Party (whether in respect of the obligations of any Loan Party or any   security for those obligations or otherwise) is avoided or reduced as a result of   insolvency or any similar event:   (a) the liability of each Chargor shall continue as if the payment, discharge,   avoidance or reduction had not occurred; and   (b) the Administrative Agent and each other Secured Party shall be entitled to   recover the value or amount of that security or payment from each Chargor, as   if the payment, discharge, avoidance or reduction had not occurred.   2.4 Waiver of defences   Without prejudice to Clause 22 (Release), the obligations of each Chargor under this   Clause (Guarantee) will not be affected by an act, omission, matter or thing which, but   for this Clause (Guarantee), would reduce, release or prejudice any of its obligations   under this Clause (Guarantee) (without limitation and whether or not known to it or   any Secured Party) including:   (a) any time, waiver or consent granted to, or composition with, any other Chargor   or other person;   (b) the release of any other Chargor or any other person under the terms of any   composition or arrangement with any creditor of any member of the Group;   (c) 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 other Chargor 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;   (d) any incapacity or lack of power, authority or legal personality of or dissolution   or change in the members or status of a Chargor or any other person;   (e) any amendment, novation, supplement, extension (whether of maturity or   otherwise) or restatement (in each case, however fundamental and of   whatsoever nature) or replacement of a Loan Document or any other document   or security;   (f) any unenforceability, illegality or invalidity of any obligation of any person   under any Loan Document or any other document or security; or   (g) any insolvency or similar proceedings.   2.5 Demands   (a) The making of one demand under Clause 2.1 (Guarantee) shall not preclude   the Administrative Agent from making any further demands.    (b) Any delay of the Administrative Agent in making a demand under Clause 2.1   (Guarantee) shall not be treated as a waiver of its rights to make such demand.     





 







9   1243436-LONSR01A - MSW   2.6 Chargor Intent   Without prejudice to the generality of Clause 2.4 (Waiver of defences), each Chargor   expressly confirms that it intends that this guarantee shall extend from time to time to   any (however fundamental) variation, increase, extension or addition of or to any of the   Loan Documents and/or any facility or amount made available under any of the Loan   Documents for the purposes of or in connection with any of the following: business   acquisitions of any nature; increasing working capital; enabling investor distributions   to be made; carrying out restructurings; refinancing existing facilities; refinancing any   other indebtedness; making facilities available to new borrowers; any other variation or   extension of the purposes for which any such facility or amount might be made   available from time to time; and any fees, costs and/or expenses associated with any of   the foregoing.   2.7 Immediate recourse   Each Chargor waives any right it may have of first requiring the Administrative Agent   or any other 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 that Chargor under this Clause 2 (Guarantee).  This waiver applies irrespective of   any law or any provision of a Loan Document to the contrary.   2.8 Deferral of the Chargors' rights   (a) Until all amounts which may be or become payable by the Loan Parties under   or in connection with the Loan Documents have been paid in full and unless   the Administrative Agent otherwise directs (in which case it shall take such   action as it is directed), no Chargor will exercise any rights which it may have   by reason of performance by it of its obligations under the Loan Documents:   (i) to be indemnified by another Loan Party;   (ii) to claim any contribution from any other Chargor of any Loan Party's   obligations under the Loan Documents; and/or   (iii) to take the benefit (in whole or in part and whether by way of   subrogation or otherwise) of any rights of any Secured Party under the   Loan Documents or of any other guarantee or security taken pursuant   to, or in connection with, the Loan Documents by any Secured Party.   (b) If a Chargor receives any benefit, payment or distribution in relation to such   rights it shall hold that benefit, payment or distribution to the extent necessary   to enable all amounts which may be or become payable to the Secured Parties   by the Loan Parties under or in connection with the Loan Documents to be   repaid in full on trust for the Secured Parties and shall promptly pay or transfer   the same to the Administrative Agent or as the Administrative Agent may   direct.    2.9 Additional security   This guarantee is in addition to and is not in any way prejudiced by any other guarantee   or security now or subsequently held by any Secured Party.     





 







10   1243436-LONSR01A - MSW   2.10 Credit Agreement   The provisions of sections 2.08(b) (Interest) (with respect to Default Rate), 2.14   (Incremental Credit Extensions) and 3.01 (Taxes) of the Credit Agreement are hereby   incorporated, mutatis mutandi, and shall apply to this Deed, the Chargors, the Lenders   and the Administrative Agent as if set forth herein.   3. CREATION OF SECURITY   3.1 General   (a) All this Security:   (i) is created in favour of the Administrative Agent;   (ii) is security for the payment, discharge and performance of all the   Secured Obligations; and   (iii) is made with full title guarantee in accordance with the Law of   Property (Miscellaneous Provisions) Act 1994.   (b) Each Chargor hereby acknowledges that all assets, right, interests and benefits   which are now or in the future granted to the Administrative Agent pursuant to   this Clause or otherwise mortgaged, charged, assigned or otherwise granted to   it under this Deed (or any other document in connection herewith) and all other   rights, powers and discretions granted to or conferred upon the Administrative   Agent under this Deed or the other Loan Documents (or any other document in   connection therewith) shall be held by the Administrative Agent on trust for   the Secured Parties from time to time in accordance with the provisions of the   Security Trust Deed.   (c) The fact that no or incomplete details of any Security Asset are inserted in   Schedule 1 (Security Assets) does not affect the validity or enforceability of   this Security.   (d) Any Security Interest granted by a Foreign Chargor pursuant to this Deed shall   be limited to all of the assets of each such Foreign Chargor which are located   or otherwise situated in England and Wales or which are governed, expressly   or by operation of law or otherwise, by English law (any such assets being   English Assets).   3.2 Investments   (a) Each Chargor charges by way of a first fixed charge its interest in all shares,   stocks, debentures, bonds, warrants, coupons or other securities and   investments (including all Cash Equivalents) owned by it or held by any   nominee on its behalf.   (b) A reference in this Deed to any share, stock, debenture, bond, warrant, coupon   or other security or investment includes:   (i) any dividend, interest or other distribution paid or payable;     





 







11   1243436-LONSR01A - MSW   (ii) any right, money or property accruing, derived, incidental or offered at   any time by way of redemption, substitution, exchange, bonus or   preference, under option rights or otherwise;   (iii) any right against any clearance system;    (iv) any Related Rights; and   (v) any right under any custodian or other agreement,   in relation to that share, stock, debenture, bond, warrant, coupon or other   security or investment.   3.3 Plant and machinery   Each Chargor charges by way of a first fixed charge all plant, machinery, computers   and office equipment owned by it (excluding any equipment that is leased) and which   is specified in Part 2 of Schedule 1  (Security Assets) opposite its name and any and all   other plant, machinery, computers and office equipment (or any interest therein) owned   by it.    3.4 Credit balances   Each Chargor charges by way of a first fixed charge all of its rights in respect of each   amount standing to the credit of each account held with any person, in England and   Wales, and the debt represented by that account.   3.5 Book debts   Each Chargor charges by way of a first fixed charge:   (a) all of its book and other debts;   (b) all other moneys due and owing to it; and   (c) the benefit of all rights, securities and guarantees of any nature enjoyed or held   by it in relation to any item under paragraphs (a) or (b) above.   3.6 Insurance Policies   (a) Each Chargor assigns absolutely, subject to a proviso for re-assignment on   redemption, all amounts payable to it under or in connection with each of its   Insurance Policies and all of its rights in connection with those amounts.   (b) To the extent that they are not effectively assigned under paragraph (a) above,   each Chargor charges by way of a first fixed charge all amounts and rights   described in paragraph (a) above.   3.7 Assigned Contracts   (a) Each Chargor assigns absolutely, subject to a proviso for re-assignment on   redemption, all of its rights in respect of its Assigned Contracts.   (b) To the extent that any such right described in paragraph (a) above is not   assignable or capable of assignment, the assignment of that right purported to   be effected by paragraph (a) shall operate as an assignment of any damages,     





 







12   1243436-LONSR01A - MSW   compensation, remuneration, profit, rent or income which that Chargor may   derive from that right or be awarded or entitled to in respect of that right.    3.8 Miscellaneous   Each Chargor charges by way of a first fixed charge:   (a) any beneficial interest, claim or entitlement it has to any assets of any pension   fund;   (b) its goodwill;   (c) the benefit of any authorisation (statutory or otherwise) held in connection with   its business or the use of any Security Asset;   (d) the right to recover and receive compensation which may be payable to it in   respect of any authorisation referred to in paragraph (c) above; and   (e) its uncalled capital.   3.9 Floating charge   (a) Each Chargor charges by way of a floating charge all of its assets whatsoever   and wheresoever not otherwise effectively mortgaged, charged or assigned   under this Deed.   (b) Except as provided in paragraph (c) below, the Administrative Agent may by   notice to a Chargor convert the floating charge created by that Chargor under   this Deed into a fixed charge as regards any of that Chargor’s assets specified   in that notice if an Event of Default has occurred and is continuing.   (c) The floating charge created under this Deed may not be converted into a fixed   charge solely by reason of:   (i) the obtaining of a moratorium; or   (ii) anything done with a view to obtaining a moratorium,    under section 1A of the Insolvency Act 1986 or under the Insolvency Act   2000.   (d) The floating charge created under this Deed will (in addition to the   circumstances in which the same will occur under general law) automatically   convert into a fixed charge over all of each Chargor’s assets:   (i) if an administrator is appointed in respect of any Chargor or the   Administrative Agent receives notice of an intention to appoint an   administrator in respect of any Chargor; or   (ii) on the convening of any meeting of the members of that Chargor to   consider a resolution to wind up (or not wind up) that Chargor unless   permitted under section 7.04 (Fundamental Changes) of the Credit   Agreement.   (e) The floating charge created under this Deed is a qualifying floating charge for   the purpose of paragraph 14 of Schedule Bl to the Insolvency Act 1986.     





 







13   1243436-LONSR01A - MSW   (f) The giving by the Administrative Agent of a notice under paragraph (b) above   in relation to any asset of a Chargor will not be construed as a waiver or   abandonment of the Administrative Agent’s rights to give any other notice in   respect of any other asset or of any other right of any other Secured Party under   this Deed or any other Loan Document.   (g) Any charge which has been converted into a fixed charge in accordance with   paragraphs (b) or (d) above may, by notice in writing given at any time by the   Administrative Agent to the relevant Chargor, be reconverted into a floating   charge in relation to the Security Assets specified in such notice.   4. REPRESENTATIONS - GENERAL   4.1 Nature of security   Each Chargor represents and warrants to each Secured Party that:   (a) this Deed creates those Security Interests it purports to create and is not liable   to be avoided or otherwise set aside on its liquidation or administration or   otherwise;    (b) all actions and consents including all filings, notices, registrations and   recordings necessary for the exercise by the Administrative Agent of the voting   or other rights provided for in this Deed or the exercise of remedies in respect   of the Security Assets have been made or will be obtained within periods   required to perfect the Security (except that there is no requirement to take any   perfection steps in respect of Security Interests granted in relation to motor   vehicles, intellectual property or real estate until such time as instructed to do   so in writing by the Administrative Agent whilst an Enforcement Event exists)   as against any third party; and    (c) Schedule 1 (Security Assets) properly identifies:   (i) in Part 1 thereof, all Charged Shares and other shares, stocks,   debentures, bonds, warrants, coupons and other securities and   investments owned by the Chargors in the Territory at the date of this   Deed;   (ii) in Part 3 thereof, other than any Excluded Accounts existing on the   date of this Deed, all bank accounts held by the Chargors in England   and Wales on the date of this Deed and Avaya UK has no other bank   accounts and the Foreign Chargors have no other bank accounts that   are not secured in favour of the Secured Parties pursuant to another   Collateral Document in force on the date of this Deed, other than any   Excluded Accounts.   4.2 Times for making representations and warranties   (a) The representations and warranties set out in this Deed (including in this   Clause) are made by each Chargor on the date of this Deed.   (b) Each representation and warranty under this Deed is deemed to be repeated by   each Chargor on the date of each Credit Extension under a Loan Document   (other than any Protective Advance and any conversion of Loans to the other     





 







14   1243436-LONSR01A - MSW   Type or a continuation of Eurocurrency Rate Loans, CDOR Loans or   EURIBOR Loans).    (c) When a representation and warranty is deemed to be repeated, it is deemed to   be made by reference to the circumstances existing at the time of repetition   provided that, to the extent that any representation and warranty specifically   refers to an earlier date, it shall be made by reference to such earlier date.   5. RESTRICTIONS ON DEALINGS   No Chargor may:   (a) create or permit to subsist any Security Interest on any of its assets; or   (b) either in a single transaction or in a series of transactions and whether related   or not and whether voluntarily or involuntarily sell, lease, transfer, redeem or   otherwise dispose of all or any part of its assets,   unless permitted by the Credit Agreement.   6. INVESTMENTS   6.1 Investments   Each Chargor represents and warrants to each Secured Party that:   (a) its Investments are duly authorised, validly issued and fully paid;    (b) its Investments are not subject to any Security Interest, any option to purchase   or similar right, in each case, other than as permitted by the Credit Agreement;    (c) it is the sole legal and beneficial owner of its Investments (save for any   Investments acquired by or issued to that Chargor after the date of this Deed   that are held by any nominee on its behalf or any Investments transferred to the   Administrative Agent or its nominee pursuant to this Deed);   (d) each Charged Company is a company incorporated with limited liability; and   (e) the constitutional documents of each Charged Company do not restrict or   inhibit any transfer of those shares on creation or enforcement of this Security.   6.2 Certificated Investments   (a) Each Chargor must:   (i) deposit with the Administrative Agent, or as the Administrative Agent   may direct, any bearer instrument, share certificate or other document   of title or evidence of ownership in relation to any Investment,   immediately in respect of any Investment subject to this Security on   the date of this Deed and thereafter as soon as practicable (and in any   event, within 45 days after the date of acquisition thereof or such   longer period as to which the Administrative Agent may agree in its   reasonable discretion) following the acquisition by, or the issue to, that   Chargor of any certificated Investment (unless the same is required for   registering any transfer, in which case the relevant Chargor must   deposit the same immediately after such registration is completed); and     





 







15   1243436-LONSR01A - MSW   (ii) as soon as practicable (and in any event within 10 Business Days' of   any request ) take any action and execute and deliver to the   Administrative Agent any share transfer or other document which may   reasonably be requested by the Administrative Agent in order to enable   the transferee to be registered as the owner or otherwise obtain (whilst   an Enforcement Event exists) a legal title to that Investment, which   includes delivering all stock transfer forms (executed and left undated)   in favour of the Administrative Agent or any of its nominees as   transferee or, if the Administrative Agent so directs, with the transferee   left blank.   (b) The Administrative Agent may whilst an Enforcement Event exists complete   the instruments of transfer on behalf of the Chargor in favour of itself or such   other person as it shall select.   6.3 Calls   (a) Each Chargor must pay all calls and other payments due and payable in respect   of any of its Investments.   (b) If a Chargor fails to do so, the Administrative Agent may (at its discretion) pay   those calls or other payments on behalf of that Chargor. That Chargor must   within 10 Business Days of written request reimburse the Administrative   Agent for any payment made by the Administrative Agent under this Subclause   and, pending reimbursement, that payment will constitute part of the Secured   Obligations.   6.4 Other obligations in respect of Investments   (a) It is acknowledged and agreed that notwithstanding anything to the contrary   contained in this Deed, each Chargor shall remain liable to observe and   perform all of the conditions and obligations assumed by it in respect of any of   its Investments.   (b) No Secured Party will be required in any manner to:   (i) perform or fulfil any obligation of a Chargor;   (ii) make any payment;   (iii) make any enquiry as to the nature or sufficiency of any payment   received by it or a Chargor;    (iv) present or file any claim or take any other action to collect or enforce   the payment of any amount; or   (v) take any action in connection with the taking up of any (or any offer of   any) stocks, shares, rights, monies or other property paid, distributed,   accruing or offered at any time by way of interest, dividend,   redemption, bonus, rights, preference, option, warrant or otherwise,   in respect of any Investment.     





 







16   1243436-LONSR01A - MSW   6.5 Voting rights   (a) Unless an Event of Default is continuing, each Chargor may continue to   exercise the voting rights, powers and other rights in respect of its Investments   for any purpose consistent with the terms of this Deed, the Credit Agreement   and the other Loan Documents provided that such rights and powers shall not   be exercised in any manner, except as is permitted under the Credit Agreement,   that would materially and adversely affect the rights and remedies of the   Administrative Agent or the other Secured Parties under this Deed, the Credit   Agreement or any other Loan Document or the ability of the Secured Parties to   exercise the same.   (b) Subject to the terms of the Credit Agreement, unless an Event of Default has   occurred and is continuing, and the Administrative Agent shall have notified   each Chargor of the suspension of the rights of the Chargors under this Clause,   all dividends or other income or distributions paid or payable in relation to any   Investments must be paid to the relevant Chargor. To achieve this:   (i) the Administrative Agent or its nominee will promptly execute any   dividend mandate necessary to ensure that payment is made direct to   the relevant Chargor; or   (ii) if payment is made directly to the Administrative Agent (or its   nominee) at a time when an Event of Default is not continuing, the   Administrative Agent (or that nominee) will promptly pay that amount   to the relevant Chargor.   (c) Whilst an Enforcement Event exists, and following notice to the applicable   Chargor that the rights of the Chargor under this Clause 6.5 (Voting rights) are   suspended, the Administrative Agent or its nominee may exercise or refrain   from exercising:   (i) any voting rights; and   (ii) any other powers or rights which maybe exercised by the legal or   beneficial owner of any Investment, any person who is the holder of   any Investment or otherwise,   in each case, in the name of the relevant Chargor, the registered holder or   otherwise and without any further consent or authority on the part of the   relevant Chargor and irrespective of any direction given by any Chargor.   (d) To the extent that the Investments remain registered in the names of the   Chargors, each Chargor irrevocably appoints the Administrative Agent or its   nominee as its proxy to exercise all voting rights in respect of those   Investments whilst an Event of Default is continuing.   (e) Each Chargor must indemnify the Administrative Agent against any loss or   liability incurred by the Administrative Agent as a consequence of the   Administrative Agent acting in respect of its Investments on the direction of   that Chargor, save to the extent that such loss or liability resulted from the   gross negligence, bad faith or wilful misconduct of, or breach of any obligation   under any Loan Document by, the Administrative Agent, as determined by the   final, non-appealable judgment of a court of competent jurisdiction.     





 







17   1243436-LONSR01A - MSW   6.6 Clearance systems   (a) Whilst an Enforcement Event exists, each Chargor must, if so requested by the   Administrative Agent:   (i) instruct any clearance system to transfer any Investment held by it for   that Chargor or its nominee to an account of the Administrative Agent   or its nominee with that clearance system; and   (ii) take whatever action the Administrative Agent may request for the   dematerialisation or rematerialisation of any Investments held in a   clearance system.   (b) Whilst an Enforcement Event exists, without prejudice to the rest of this   Subclause the Administrative Agent may, at the expense of the relevant   Chargor, take whatever action is required for the dematerialisation or   rematerialisation of the Investments as necessary.   7. ACCOUNTS   7.1 Accounts   Except as otherwise permitted by the Credit Agreement, all Security Accounts must be   maintained at a branch of the Account Bank approved by the Administrative Agent   (those listed in Part 3 of Schedule 1 being approved by the Administrative Agent's   execution of this Deed).   7.2 Change of Account Bank   (a) Any Account Bank may be changed to another bank and additional banks may   be appointed as Account Banks if the Administrative Agent so agrees, or as   otherwise permitted by the Credit Agreement.   (b) Without prejudice to Clause 7.2(a), a Chargor may only open an account with a   new Account Bank after the proposed new Account Bank agrees with the   Administrative Agent and the relevant Chargor, in a manner satisfactory to the   Administrative Agent (acting reasonably), to fulfil the role of the Account   Bank under this Deed, provided that this paragraph (b) shall not apply to   Excluded Accounts.   (c) No Chargor shall, during the continuance of this Deed, without the   Administrative Agent’s prior consent, permit or agree to any variation of the   rights attaching to any Security Account or close any Security Account except   in accordance with section 6.15(d) (Cash Management Systems) of the Credit   Agreement.   7.3 Book debts and receipts     In respect of amounts receivable by a Chargor, each Chargor must comply with section   6.15 (Cash Management Systems) of the Credit Agreement.   7.4 Withdrawals   (a) Whilst:     





 







18   1243436-LONSR01A - MSW   (i) a Specified Event of Default is continuing, in the case of a Security   Account that is a cash pooling account; or   (ii) during the continuance of a Cash Dominion Event, in the case of other   Security Accounts,    the Administrative Agent (or a Receiver) may withdraw amounts standing to   the credit of any Security Account for application in accordance with the   Credit Agreement.   (b) The Administrative Agent may only give instructions to Account Banks, as   referred to in paragraph 1(b) in the form of notice set out in Part 1 of Schedule   2 whilst:   (i) a Specified Event of Default is continuing, in the case of instructions to   any Account Banks with whom any Security Account that is a cash   pooling account is held; or   (ii) during the continuance of a Cash Dominion Event, in the case of any   Account Banks with whom any other Security Account is held,   and, notwithstanding the foregoing, the Administrative Agent agrees that it   shall not deliver any instructions to any account bank in respect of Excluded   Accounts.        (c) Each Chargor shall be entitled to receive, withdraw or otherwise transfer any   credit balance from time to time standing to the credit of any Security Account   except:   (i) whilst a Specified Event of Default is continuing, in the case of a   Security Account that is a cash pooling account, or during the   continuance of a Cash Dominion Event, in the case of any other   Security Account; or    (ii) if otherwise prohibited by section 6.15 (Cash Management Systems) of   the Credit Agreement,   in which case, the Chargor shall not be so entitled without the prior written   consent of the Administrative Agent.     (d) Each Chargor must ensure that none of its Security Accounts is overdrawn at   any time other than in accordance with any Cash Management Document or as   permitted by the Credit Agreement.    (e) Each Chargor must ensure that each Account Bank operates each Security   Account in accordance with the terms of this Deed and the notices given under   Clause 7.5 or as otherwise permitted by the Credit Agreement.   7.5 Notices of charge   (a) Each Chargor must:   (i) immediately give notice to each relevant Account Bank with whom a   Security Account listed in Part 3(A) of Schedule 1 is held,     





 







19   1243436-LONSR01A - MSW   substantially in the form of Part 1 of Schedule 2 (Forms of letter for   Security Accounts); and   (ii) procure that each relevant Account Bank in respect of Security   Accounts existing on the Closing Date, acknowledges that notice   substantially in the form of Part 2 of Schedule 2 (Forms of letter for   Security Accounts) within 14 days of the date of this Deed.   (b) Each Chargor agrees that it shall, in connection with any amendment of the   instructions to the Account Bank:    (i) as soon as practicable following request by the Administrative Agent   provide a revised or supplemental notice to each relevant Account   Bank in a form and substance satisfactory to the Administrative Agent   (acting reasonably); and    (ii) use reasonable endeavours to procure that each relevant Account Bank   acknowledges any amended notice delivered pursuant to paragraph   (b)(i)  above within 14 days of such notice. Notwithstanding the   foregoing, if the Chargor has used reasonable endeavours but has not   been able to obtain the acknowledgement, its obligation to obtain the   acknowledgement shall cease on expiry of that 14-day period.    8. ASSIGNED CONTRACTS   8.1 Copies of Assigned Contracts    Each Chargor must supply the Administrative Agent and any Receiver with copies of   each of its Assigned Contracts and any information and documentation relating to any   of its Assigned Contracts if reasonably requested by the Administrative Agent or any   Receiver (subject to any confidentiality obligation binding on the relevant Chargor).   8.2 Rights   If an Event of Default is continuing, following written notice to the applicable Chargor   of its intention to do so, the Administrative Agent may exercise (without any further   consent or authority on the part of the Chargor and irrespective of any direction given   by the Chargor) any of that Chargor’s rights under its Assigned Contracts.   8.3 Notices of assignment on signing   Each Chargor must:   (a) as soon as practicable, serve a notice of assignment, substantially in the form of   Part 1 of Schedule 4 (Forms of letter for Assigned Contracts), on each of the   other parties to each of its Assigned Contracts referred to in paragraphs (a) to   (e) of the definition of Assigned Contracts which are in existence on the date of   this Deed; and   (b) use commercially reasonable endeavours to procure that each of those other   parties acknowledges that notice, substantially in the form of Part 2 of   Schedule 4 (Forms of letter for Assigned Contracts) within 14 days of the date   of this Deed or, if later, the date of entry into that Assigned Contract (as   appropriate). Notwithstanding the foregoing, if the Chargor has used   commercially reasonable endeavours but has not been able to obtain the     





 







20   1243436-LONSR01A - MSW   acknowledgement, its obligation to obtain the acknowledgement shall cease on   expiry of that 14-day period.    8.4 Notices of assignment following an Enforcement Event   If an Enforcement Event exists, each Chargor must, if the Administrative Agent so   requests:   (a) as soon as practicable after such request by the Administrative Agent, serve a   notice of assignment, substantially in the form of Part 1 of Schedule 4 (Forms   of letter for Assigned Contracts), on each of the other parties to each of its   Assigned Contracts referred to in paragraphs (f) and (g) of the definition of   Assigned Contracts which are then in existence; and   (b) use commercially reasonable endeavours to procure that each of those other   parties acknowledges that notice, substantially in the form of Part 2 of   Schedule 4 (Forms of letter for Assigned Contracts) within 14 days of the   Chargor serving notice on each of the other parties to the relevant Assigned   Contracts in accordance with (a) above. Notwithstanding the foregoing, if the   Chargor has used commercially reasonable endeavours but has not been able to   obtain the acknowledgement, its obligation to obtain the acknowledgement   shall cease on expiry of that 14-day period.   9. PLANT AND MACHINERY   9.1 Maintenance   Each Chargor must take any action which the Administrative Agent may require to   evidence the interest of the Administrative Agent in its Plant and Machinery and except   if the failure to do so would not reasonably be expected to have a Material Adverse   Effect, each Chargor must take commercially reasonable steps to keep its Plant and   Machinery in good repair and in good working order and condition, ordinary wear and   tear excepted and casualty or condemnation excepted and consistent with past practice.    9.2 INSURANCE POLICIES   9.3 Rights   (a) If an Event of Default is continuing:   (i) the Administrative Agent may exercise (without any further consent or   authority on the part of any Chargor and irrespective of any direction   given by any Chargor) any of the rights of any Chargor in connection   with any amounts payable to it under any of its Insurance Policies;   (ii) each Chargor must take such steps (at its own cost) as the   Administrative Agent may require to enforce those rights; this includes   initiating and pursuing legal or arbitration proceedings in the name of   that Chargor; and   (iii) each Chargor must hold any payment received by it under any of its   Insurance Policies on trust for the Administrative Agent.     





 







21   1243436-LONSR01A - MSW   9.4 Notice   Each Chargor must:   (a) as soon as practicable give notice of this Deed to each of the other parties to   each of the Insurance Policies by sending a notice substantially in the form of   Part 1 of Schedule 3 (Insurance Policies); and   (b) use commercially reasonable endeavours to procure that each such other party   delivers a letter of acknowledgement to the Administrative Agent substantially   in the form of Part 2 of Schedule 3 (Insurance Policies) within 45 days of the   date of this Deed or, if later, the date of entry into that Insurance Policy (as   appropriate). Notwithstanding the foregoing, if the Chargor has used   reasonable endeavours but has not been able to obtain the acknowledgements,   its obligation to obtain the acknowledgement shall cease on expiry of that 45-   day period.    10. WHEN SECURITY BECOMES ENFORCEABLE   10.1 Timing   This Security will become immediately enforceable if an Event of Default is   continuing.   10.2 Enforcement   After this Security has become enforceable in accordance with Clause 10.1 (Timing),   the Administrative Agent may in its absolute discretion enforce all or any part of this   Security (1) in any manner it sees fit in accordance with the Loan Documents or (2) as   the Required Lenders or all of the Lenders, as applicable, direct in accordance with the   Credit Agreement.   11. ENFORCEMENT OF SECURITY   11.1 General   (a) The power of sale and any other power conferred on a mortgagee by law   (including under section 101 of the Act) as varied or amended by this Deed   will be immediately exercisable at any time after this Security has become   enforceable in accordance with Clause 10.1 (Timing).   (b) For the purposes of all powers implied by law, the Secured Obligations are   deemed to have become due and payable on the date of this Deed.   (c) Any restriction imposed by law on the power of sale (including under section   103 of the Act) or the right of a mortgagee to consolidate mortgages (including   under section 93 of the Act) does not apply to this Security or to the exercise   by the Administrative Agent of its right to consolidate all or any of the Security   with any other security in existence at the time or to its power of sale, which   powers may be exercised by the Administrative Agent without notice to the   Chargor on or at any time after this Security has become enforceable.   (d) Any powers of leasing conferred on the Administrative Agent by law are   extended so as to authorise the Administrative Agent to lease, make   agreements for leases, accept surrenders of leases and grant options as the     





 







22   1243436-LONSR01A - MSW   Administrative Agent may think fit and without the need to comply with any   restrictions conferred by law (including under section 99 or 100 of the Act).   11.2 No liability as mortgagee in possession   Neither the Administrative Agent nor any Receiver will be liable, by reason of entering   into possession of a Security Asset:   (a) to account as mortgagee in possession or for any loss on realisation; or   (b) for any neglect, default or omission in connection with a Security Asset for   which a mortgagee in possession might otherwise be liable, save as regards the   Administrative Agent, to the extent such loss or liability resulted from the   gross negligence, bad faith or wilful misconduct of the Administrative Agent,   as determined by the final, non-appealable judgment of a court of competent   jurisdiction.    11.3 Privileges   Each Receiver and the Administrative Agent is entitled to all the rights, powers,   privileges and immunities conferred by law (including the Act) on mortgagees and   receivers duly appointed under any law (including the Act).   11.4 Protection of third parties   No person (including a purchaser) dealing with the Administrative Agent or a Receiver   or its or his agents will be concerned to enquire:   (a) whether the Secured Obligations have become payable;   (i) whether any power which the Administrative Agent or a Receiver is   purporting to exercise has become exercisable or is being properly   exercised;   (ii) whether any money remains due under the Loan Documents; or   (iii) how any money paid to the Administrative Agent or to that Receiver is   to be applied.   (b) The receipt of the Administrative Agent or any Receiver shall be conclusive   discharge to a purchaser and, in making any sale or disposal of any of the   Security Assets or making any acquisition, the Administrative Agent or any   Receiver may do so for such consideration, in such manner and on such terms   as it thinks fit.   11.5 Redemption of prior mortgages   (a) At any time after this Security has become enforceable in accordance with   Clause 10.1 (Timing), the Administrative Agent may:   (i) redeem any prior Security Interest against any Security Asset; and/or   (ii) procure the transfer of that Security Interest to itself; and/or     





 







23   1243436-LONSR01A - MSW   (iii) settle and pass the accounts of the prior mortgagee, chargee or   encumbrancer; any accounts so settled and passed will be, in the   absence of manifest error, conclusive and binding on each Chargor.   (b) Each Chargor must pay to the Administrative Agent, promptly following   receipt by the applicable Chargor of an invoice relating thereto setting forth   such costs and expenses in reasonable detail, the documented out-of-pocket   costs and expenses incurred by the Administrative Agent in connection with   any such redemption and/or transfer, including the payment of any principal or   interest and, pending reimbursement, that payment will constitute part of the   Secured Obligations.    11.6 Contingencies   If this Security is enforced at a time when no amount is due under the Loan Documents   but at a time when amounts may or will become due, the Administrative Agent (or the   Receiver) may pay the proceeds of any recoveries effected by it into such number of   suspense accounts as it considers appropriate.   12. ADMINISTRATOR   12.1 Appointment of Administrator   (a) Subject to the Insolvency Act 1986, at any time and from time to time after this   Security becomes enforceable in accordance with Clause 10.1 (Timing), or if   any Chargor so requests the Administrative Agent in writing from time to time,   the Administrative Agent may appoint any one or more qualified persons to be   an Administrator of that Chargor, to act together or independently of the other   or others appointed (to the extent applicable).   (b) Any such appointment may be made pursuant to an application to court under   paragraph 12 of Schedule B1 of the Insolvency Act 1986 (Administration   application) or by filing specified documents with the court under paragraphs   14 - 21 of Schedule B1 of the Insolvency Act 1986 (Appointment of   administrator by holder of floating charge).   (c) In this clause qualified person means a person who, under the Insolvency Act   1986, is qualified to act as an Administrator of any company with respect to   which he is appointed.   13. RECEIVER   13.1 Appointment of Receiver   (a) Except as provided below, the Administrative Agent may, without prior notice   to the Chargors, appoint any one or more persons to be a Receiver of all or any   part of the Security Assets if:   (i) this Security has become enforceable in accordance with Clause 10.1   (Timing); or   (ii) a Chargor so requests the Administrative Agent in writing at any time.   (b) Any appointment under paragraph (a) above may be by deed, under seal or in   writing under its hand.     





 







24   1243436-LONSR01A - MSW   (c) Except as provided below, any restriction imposed by law on the right of a   mortgagee to appoint a Receiver (including under section 109(1) of the Act)   does not apply to this Deed.   (d) The Administrative Agent is not entitled to appoint a Receiver solely as a result   of the obtaining of a moratorium (or anything done with a view to obtaining a   moratorium) under the Insolvency Act 2000 except with the leave of the court.   (e) The Administrative Agent may not appoint an administrative receiver (as   defined in section 29(2) of the Insolvency Act 1986) over the Security Assets if   the Administrative Agent is prohibited from so doing by section 72A of the   Insolvency Act 1986 and no exception to the prohibition on appointing an   administrative receiver applies.   13.2 Removal   The Administrative Agent may by writing under its hand (subject to any requirement   for an order of the court in the case of an administrative receiver) remove any Receiver   appointed by it and may, whenever it thinks fit, appoint a new Receiver in the place of   any Receiver whose appointment may for any reason have terminated.   13.3 Remuneration   The Administrative Agent may fix the remuneration of any Receiver appointed by it   and any maximum rate imposed by any law (including under section 109(6) of the Act)   will not apply.   13.4 Agent of each Chargor   (a) A Receiver will be deemed to be the agent of the relevant Chargor for all   purposes and accordingly will be deemed to be in the same position as a   Receiver duly appointed by a mortgagee under the Act. The relevant Chargor is   solely responsible for the contracts, engagements, acts, omissions, defaults and   losses of, and remuneration payable to, a Receiver and for liabilities incurred   by a Receiver.   (b) No Secured Party will incur any liability (either to a Chargor or to any other   person) by reason of the appointment of a Receiver or for any other reason.   13.5 Relationship with Administrative Agent   To the fullest extent allowed by law, any right, power or discretion conferred by this   Deed (either expressly or impliedly) or by law on a Receiver may after this Security   becomes enforceable in accordance with Clause 10.1 (Timing) be exercised by the   Administrative Agent in relation to any Security Asset without first appointing a   Receiver or notwithstanding the appointment of a Receiver.   14. POWERS OF RECEIVER   14.1 General   (a) A Receiver has all the rights, powers and discretions set out below in this   Clause  in addition to those conferred on it by any law. This includes:     





 







25   1243436-LONSR01A - MSW   (i) in the case of an administrative receiver, all the rights, powers and   discretions conferred on an administrative receiver under the   Insolvency Act 1986; and   (ii) otherwise, all the rights, powers and discretions conferred on a receiver   (or a receiver and manager) under the Act and the Insolvency Act   1986.   (b) If there is more than one Receiver holding office at the same time; each   Receiver may (unless the document appointing him states otherwise) exercise   all the powers conferred on a Receiver under this Deed individually and to the   exclusion of any other Receiver.   14.2 Possession   A Receiver may take immediate possession of, get in and collect any Security Asset   (including income accrued from time to time).   14.3 Calls   A Receiver may make, or require the directors of a Chargor to make, calls upon the   holders of share capital of a Chargor which remains uncalled and to enforce payment of   such calls and any previous unpaid calls by taking proceedings.    14.4 Carry on business   A Receiver may carry on any business of any Chargor in any manner he thinks fit.   14.5 Employees   (a) A Receiver may appoint and discharge managers, officers, agents, accountants,   servants, workmen and others for the purposes of this Deed upon such terms as   to remuneration or otherwise as he thinks fit.   (b) A Receiver may discharge any person appointed by any Chargor and employ,   engage, dismiss or vary the terms of employment or engagement of employees,   workmen, servants, officers, managers, agents and advisers on such terms as to   remuneration and otherwise as he shall think fit including power to engage his   own firm in the conduct of the receivership.   14.6 Borrow money   A Receiver may raise and borrow money either unsecured or on the security of any   Security Asset either in priority to this Security or otherwise and generally on any   terms and for whatever purpose which he thinks fit.   14.7 Redemption of security   A Receiver may redeem, discharge or compromise any security whether or not having   priority to all or any part of the security constituted pursuant to this Deed.    14.8 Covenants, guarantees and indemnities   A Receiver may enter into such bonds, covenants, guarantees, commitments,   indemnities and other obligations or liabilities as he shall think fit and make all   payments needed to effect, maintain or satisfy such obligations or liabilities.      





 







26   1243436-LONSR01A - MSW   14.9 Sale of assets   (a) A Receiver may sell, exchange, convert into money and realise any Security   Asset by public auction or private contract and generally in any manner and on   any terms which he thinks fit.   (b) The consideration for any such transaction may consist of cash, debentures or   other obligations, shares, stock or other valuable consideration and any such   consideration may be payable in a lump sum or by instalments spread over any   period which he thinks fit.   14.10 Contracts   A Receiver may enter into any contract or arrangement and perform, repudiate, rescind   or vary any contract to which a Chargor is a party.    14.11 Acquisitions   A Receiver may purchase, lease, hire or acquire any assets or rights which he shall in   his absolute discretion consider necessary or desirable for the carrying on,   improvement or realisation of, or for the benefit of, the whole or any part of the   Security Assets or the business of a Chargor.   14.12 Compromise   A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claim,   account, dispute, question or demand with or by any person who is or claims to be a   creditor of any Chargor or relating in any way to any Security Asset.   14.13 Legal actions   A Receiver may bring, prosecute, enforce, defend, negotiate and abandon any action,   suit or proceedings in connection with the business of a Chargor, all or any party of any   Security Asset or this Security which he thinks fit.   14.14 Receipts   A Receiver may give a valid receipt for any moneys and execute any assurance or thing   which may be proper or desirable for realising any Security Asset.   14.15 Subsidiaries   A Receiver may form a Subsidiary of any Chargor and supervise, control and finance   any existing or new Subsidiary of that Chargor and transfer to that Subsidiary any   Security Asset.   14.16 Delegation   A Receiver may delegate his powers in accordance with this Deed.   14.17 Lending   A Receiver may lend money or advance credit to any customer of any Chargor.      





 







27   1243436-LONSR01A - MSW   14.18 Protection of assets   A Receiver may:   (a) effect any repair or insurance and do any other act which any Chargor might do   in the ordinary conduct of its business to protect or improve any Security   Asset;   (b) commence and/or complete any building operation;    (c) apply for and maintain any planning permission, building regulation approval   or any other authorisation; and   (d) effect, maintain or renew indemnity and other insurances and to obtain bonds   and performance guarantees   in each case as he thinks fit.   14.19 Other powers    A Receiver may:   (a) do all other acts and things which he may consider desirable or necessary for   realising any Security Asset or incidental or conducive to any of the rights,   powers or discretions conferred on a Receiver under or by virtue of this Deed   or by law;   (b) exercise in relation to any Security Asset all the powers, authorities and things   which he would be capable of exercising if he were the absolute beneficial   owner of that Security Asset; and   (c) use the name of any Chargor for any of the above purposes.   15. APPLICATION OF PROCEEDS   (a) All moneys from time to time received or recovered by the Administrative   Agent or any Receiver in connection with the realisation or enforcement of all   or any part of the Security shall be held by the Administrative Agent on trust   for the Secured Parties from time to time in accordance with the provisions of   the Security Trust Deed to apply them in accordance with the terms of the   Security Trust Deed and the Credit Agreement.   (b) This Clause does not prejudice the right of any Secured Party to recover any   shortfall from a Loan Party.   16. TAXES, EXPENSES AND INDEMNITY   (a) Each Chargor must pay, or on an indemnity basis reimburse, any and all   amounts for which it is liable in accordance with, and solely to the extent   required by, sections 2.08 (Interest), 3.01 (Taxes), 10.04 (Attorney Costs and   Expenses), 10.05 (Indemnification by the Borrowers) and 10.19 (Judgment   Currency) of the Credit Agreement.    (b) Any amount due but unpaid shall carry interest at the rate and on the basis   mentioned in Clause 21.1 (Interest).     





 







28   1243436-LONSR01A - MSW   17. DELEGATION   17.1 Power of Attorney   The Administrative Agent or any Receiver may delegate by power of attorney or in any   other manner to any person any right, power or discretion exercisable by it under this   Deed which delegation shall not preclude either the subsequent exercise, any   subsequent delegation or any revocation of such right, power or discretion by the   Administrative Agent or any Receiver itself.   17.2 Terms   Any such delegation may be made upon any terms (including power to sub-delegate)   which the Administrative Agent or any Receiver may think fit.   17.3 Liability   Neither the Administrative Agent nor any Receiver will be in any way liable or   responsible to any Chargor for any loss or liability arising from any act, default,   omission or misconduct on the part of any Delegate or sub-delegate, save as regards the   Administrative Agent, to the extent such loss or liability resulted from the gross   negligence, bad faith or wilful misconduct of the Administrative Agent, as determined   by the final, non-appealable judgment of a court of competent jurisdiction.   17.4 Discretion   Any liberty or power which may be exercised or any determination which may be   made under this Deed by the Administrative Agent or any Receiver may be exercised   or made in its absolute and unfettered discretion without any obligation to give reasons.    18. FURTHER ASSURANCES   Each Chargor must, at its own expense, take whatever action the Administrative Agent   or a Receiver may reasonably require for:   (a) creating, perfecting or protecting any security intended to be created by or   pursuant to this Deed (including procuring that any third party creates a   Security Interest in favour of the Administrative Agent over any Security Asset   to which it holds the legal title as trustee, nominee or agent);   (b) following an Enforcement Event facilitating the realisation of any Security   Asset;   (c) facilitating the exercise of any right, power or discretion exercisable by the   Administrative Agent or any Receiver in respect of any Security Asset; or   (d) creating and perfecting security in favour of the Administrative Agent   (equivalent to the security intended to be created by this Deed) over any assets   of    (i) Avaya UK, whether or not they are English Assets; and   (ii) any Foreign Chargor, to the extent such assets are English Assets.   This includes:     





 







29   1243436-LONSR01A - MSW   (iii) the re-execution of this Deed;   (iv) the execution of any legal mortgage, charge, transfer, conveyance,   assignment or assurance of any property, whether to the   Administrative Agent or to its nominee; and   (v) the giving of any notice, order or direction and the making of any   filing or registration,   which, in any such case, the Administrative Agent may think expedient (acting   reasonably).   19. POWER OF ATTORNEY   Each Chargor, by way of security, irrevocably appoints the Administrative Agent and   each Receiver to be its attorney to take any action which that Chargor is obliged to take   under this Deed but which it has failed to take when required to do so under this Deed   within 5 Business Days of request by the Administrative Agent. Each Chargor ratifies   and confirms whatever any attorney does or purports to do under its appointment under   this Clause.   20. PRESERVATION OF SECURITY   20.1 Continuing security   This Security is a continuing security and will extend to the ultimate balance of the   Secured Obligations, regardless of any intermediate payment or discharge in whole or   in part.   20.2 Reinstatement   (a) If any discharge (whether in respect of the obligations of any Chargor or any   security for those obligations or otherwise) or arrangement is made in whole or   in part on the faith of any payment, security or other disposition which is   avoided or must be restored on insolvency, liquidation, administration or   otherwise without limitation, the liability of each Chargor under this Deed will   continue or be reinstated as if the discharge or arrangement had not occurred.   (b) Each Secured Party may concede or compromise any claim that any payment,   security or other disposition is liable to avoidance or restoration.   20.3 Waiver of defences   Without prejudice to Clause 22 (Release), the obligations of each Chargor under this   Deed will not be affected by any act, omission or thing which, but for this provision,   would reduce, release or prejudice any of its obligations under this Deed (whether or   not known to it or any Secured Party). This includes:   (a) any time, waiver or consent granted to, or composition with, any person;   (b) any release of any other person under the terms of any composition or   arrangement;     





 







30   1243436-LONSR01A - MSW   (c) 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 other person;   (d) 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;   (e) any incapacity lack of power, authority or legal personality of or dissolution or   change in the members or status of any person;   (f) any amendment (however fundamental) or replacement of a Loan Document or   any other document or security or of the Secured Obligations;    (g) any unenforceability, illegality, invalidity or non-provability of any obligation   of any person under any Loan Document or any other document or security or   of the Secured Obligations the failure by any member of the Group to enter   into or be bound by any Loan Document; or   (h) any insolvency or similar proceedings or any winding up, dissolution   administration, or re-organisation or other change in a Chargor or any other   person.    20.4 Immediate recourse   Each 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 right or security   or claim payment from any person or file any proof or claim in any insolvency,   administration, winding-up or liquidation proceedings relative to any other Loan Party   or any other person before claiming from that Chargor under this Deed.   20.5 Appropriations   Until the Discharge Date, each Secured Party (or any trustee or agent on its behalf)   may without affecting the liability of any Chargor under this Deed:   (a) refrain from applying or enforcing any other moneys, security or rights held or   received by that Secured Party (or any trustee or agent on its behalf) against   those amounts;    (b) apply and enforce them in such manner and order as it sees fit (whether against   those amounts or otherwise; and   (c) hold in an interest-bearing suspense account any moneys received from any   Chargor or on account of that Chargor’s liability under this Deed.   20.6 Non-competition    Unless:   (a) the Discharge Date has occurred; or   (b) the Administrative Agent otherwise directs,   no Chargor will, after a claim has been made or by virtue of any payment or   performance by it under this Deed:     





 







31   1243436-LONSR01A - MSW   (i) be subrogated to any rights, security or moneys held, received or   receivable by any Secured Party (or any trustee or agent on its behalf);   (ii) be entitled to any right of contribution or indemnity in respect of any   payment made or moneys received on account of that Chargor’s   liability under this Clause;   (iii) claim, rank, prove or vote as a creditor of any Loan Party or its estate   in competition with any Secured Party (or any trustee or agent on its   behalf); or   (iv) receive, claim or have the benefit of any payment, distribution or   security from or on account of any Loan Party, or exercise any right of   set-off as against any Loan Party.   Each Chargor must hold on trust for and must immediately pay or transfer to the   Administrative Agent for the Secured Parties any payment or distribution or benefit of   security received by it contrary to this Clause or in accordance with any directions   given by the Administrative Agent under this Clause.   20.7 Additional security   (a) This Deed is in addition to and is not in any way prejudiced by any other   security now or subsequently held by any Secured Party.   (b) No prior security held by any Secured Party (in its capacity as such or   otherwise) over any Security Asset will merge into this Security.   20.8 No Prejudice   This Security shall not be prejudiced by any unenforceability or invalidity of any other   agreement or document or by any time or indulgence granted to a Chargor or any other   person, or the Administrative Agent (whether in its capacity as trustee or otherwise) or   any of the other Secured Parties or by any variation of the terms of the trust upon which   the Administrative Agent holds the Security or by any other thing which might   otherwise prejudice that Security.   20.9 Remedies and Waivers   No failure on the part of the Administrative Agent to exercise, or any delay on its part   in exercising, any rights under this Security shall operate as a waiver of that right, nor   shall any single or partial exercise of any right under this Security preclude any further   or other exercise of that or any other right under this Security.   20.10 Partial Invalidity   If, at any time, any provision of this Deed 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 Deed 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 is invalid, unenforceable or ineffective for any   reason, that shall not affect or impair any other part of the Security.     





 







32   1243436-LONSR01A - MSW   20.11 Deferral of Rights   Until the Discharge Date, a Chargor shall not exercise any rights which it may have by   reason of performance by it of its obligations under this Deed:   (a) to be indemnified by any Obligor;   (b) to claim any contribution from any guarantor of any Obligor's obligations   under this Deed; and/or   (c) 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   Deed by any Secured Party.   20.12 Security held by Chargor   No Chargor may, without the prior consent of the Administrative Agent, hold any   security from any other Loan Party in respect of that Chargor’s liability under this   Deed. Each Chargor will hold any security held by it in breach of this provision on trust   for the Administrative Agent.   21. MISCELLANEOUS   21.1 Interest   If a Chargor fails to pay any sums on the due date for payment of that sum the Chargor   shall pay interest on such sum (before and after any judgment and to the extent interest   at a default rate is not otherwise being paid on that sum) in accordance with the   provisions of section 2.08 (Interest) of the Credit Agreement.   21.2 Tacking   Each Lender must perform its obligations under the Credit Agreement (including any   obligation to make available further advances).   21.3 New Accounts   (a) If any subsequent charge or other interest affects any Security Asset, any   Secured Party may open a new account with any Loan Party.   (b) If a Secured Party does not open a new account, it will nevertheless be treated   as if it had done so at the time when it received or was deemed to have   received notice of that charge or other interest.   (c) As from that time all payments made to that Secured Party will be credited or   be treated as having been credited to the new account and will not operate to   reduce any Secured Obligation.   21.4 Time deposits   Without prejudice to any right of set-off any Secured Party may have under any Loan   Document or otherwise, if any time deposit matures on any account a Chargor has with   any Secured Party within the Security Period when:   (a) this Security has become enforceable; and     





 







33   1243436-LONSR01A - MSW   (b) no Secured Obligation is due and payable,   that time deposit will automatically be renewed for any further maturity which that   Secured Party in its absolute discretion considers appropriate unless that Secured Party   otherwise agrees in writing.   21.5 Notice of assignment   This Deed constitutes notice in writing to each Chargor of any charge or assignment of   a debt owed by that Chargor to any other member of the Group and contained in any   Loan Document.   21.6 Perpetuity period   The perpetuity period for the trusts in this Deed is 125 years.   21.7 Financial Collateral   (a) To the extent that the assets mortgaged or charged under this Deed constitute   “financial collateral” and this Deed and the obligations of any Chargor under   this Deed constitute a “security financial collateral arrangement” (in each case   for the purpose of and as defined in the Financial Collateral Arrangements   (No.2) Regulations 2003 (SI 2003 No. 3226)) the Administrative Agent shall   have the right after this Security has become enforceable to appropriate all or   any part of that financial collateral in or towards the satisfaction of the Secured   Obligations.   (b) For the purpose of paragraph (a) above, the value of the financial collateral   appropriated shall be (i) in the case of cash, the amount standing to the credit   of each of the Security Accounts, together with any accrued but unposted   interest, at the time the right of appropriation is exercised; and (ii) in the case   of any other asset, such amount as the Administrative Agent may determine   having taken into account advice obtained by it from an independent   investment or accountancy firm of national standing selected by it. In each   case, the parties agree that the method of valuation provided for in this Deed   shall constitute a commercially reasonable method of valuation for the   purposes of the Regulations.   22. RELEASE   (a) At the end of the Security Period (or as required under the Loan Documents),   the Administrative Agent must, at the request and cost of the Chargors, take   whatever action is reasonably necessary and within its power to release the   relevant Security Assets (whether in whole or in part) from this Security   subject to paragraph Error! Reference source not found. below.   (b) If any discharge or release of any Chargor of its obligations under this Deed   and/or of this Security is made in whole or in part on the faith of any payment,   security or other disposition which is avoided, rescinded or must be restored or   returned, the liability of each Chargor under this Deed and the Security will   continue or be reinstated as if the discharge or release had not occurred.     





 







34   1243436-LONSR01A - MSW   23. COUNTERPARTS   This Deed may be executed in any number of counterparts and all of those counterparts   taken together shall be deemed to constitute one and the same instrument.   24. NOTICES   24.1 Communications in Writing   Each communication to be made under or in connection with this Deed shall be made   in writing and, unless otherwise stated, shall be made by email, fax or letter.   24.2 Addresses   (a) Any notice or other communication herein required or permitted to be given to   a party to this Deed shall be sent to the relevant party’s address set out in   Clause 24.2(b) or as set forth in the Credit Agreement or any substitute   address, email, fax number or department or officer as the relevant party may   notify to the Administrative Agent (or the Administrative Agent may notify to   the other parties, if a change is made by the Administrative Agent) by not less   than five business days' notice.   (b) For the purposes of Clause  24.2(a) , the contact details of each Chargor shall   be as follows:   Avaya UK   To:   Legal Department (UK)   Ena Hunter – Corporate Counsel, UK and Ireland   Avaya House   Cathedral Hill   Guildford   Surrey GU2 7YL   Tel: 01483 308332   Email: ehunter@avaya.com   with a copy to:   Legal Department (US)   Adele Freedman, VP and Deputy GC     





 







35   1243436-LONSR01A - MSW   c/o Avaya Inc.   4655 Great American Parkway   Santa Clara, CA 95054   Tel: (408) 562-3400     Email: afreedman@avaya.com      Avaya Ireland   To:   The Atrium, Block A, Blackthorn Road, Sandyford Business   Park, Sandyford, Dublin 18   Attention: Michael Murray   mmurray@avaya.com   with a copy to:   Legal Department (US)   Adele Freedman, VP and Deputy GC   c/o Avaya Inc.   4655 Great American Parkway   Santa Clara, CA 95054   Tel: (408) 562-3400     Email: afreedman@avaya.com      Legal Department (UK)   Ena Hunter – Corporate Counsel, UK and Ireland   Avaya House   Cathedral Hill   Guildford   Surrey GU2 7YL   Tel: 01483 308332   Email: ehunter@avaya.com     





 







36   1243436-LONSR01A - MSW      Avaya GmbH   To:   Theodor-Heuss-Allee 112, 60486 Frankfurt am Main, Germany   Attention: Wolfgang Zorn   Area Controller DACH   Tel: +49 69 7505-6384   Mobile: +49 163 282 9920   with a copy to:   Adele Freedman   c/o Avaya Inc.   4655 Great American Parkway   Santa Clara, CA 95054   U.S.A.   Michael Lee   ROPES & GRAY LLP   Prudential Tower, 800 Boylston Street   Boston, MA 02199-3600   U.S.A.      24.3 Delivery   (a) Any communication or document made or delivered by one person to another under or   in connection with this Deed will only be effective:     (i) if by way of fax or email, when received in legible form; or   (ii) if by way of letter, when it has been left at the relevant address or, as the case   may be, five days after being deposited in the post postage prepaid in an   envelope addressed to it at that address.     





 







37   1243436-LONSR01A - MSW   (b) Any communication or document to be made or delivered to the Administrative Agent   under or in connection with this Deed shall be effective only when actually received by   the Administrative Agent and then only if it is expressly marked for the attention of the   department or officer identified with the Administrative Agent’s communication details   (or any substitute department or officer as the Administrative Agent shall specify for   this purpose).   24.4 Notification of address, fax number and email address   Promptly upon receipt of notification of an address, fax number and email address or change of   address, email or fax number pursuant to Clause 24.2 (Addresses) or changing its own address,   email or fax number, the Administrative Agent shall notify the other parties.   24.5 English language   (a) Any notice given under or in connection with this Deed must be in English.   (b) All other documents provided under or in connection with this Deed must be:   (i) in English; or   (ii) if not in English, and if so required by the Administrative Agent, accompanied   by a certified English translation and, in this case, the English translation will   prevail unless the document is a constitutional, statutory or other official   document.   25. GOVERNING LAW    This Deed and any non-contractual obligations arising out of or in connection with it are   governed by English law.   26. ENFORCEMENT   26.1 Jurisdiction of English courts   (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or   in connection with this Deed (including a dispute relating to the existence, validity or   termination of this Deed or any non-contractual obligation arising out of or in   connection with this Deed) (a "Dispute").   (b) The parties to this Deed agree that the courts of England are the most appropriate and   convenient courts to settle Disputes and accordingly no party will argue to the contrary.   (c) This Clause 26.1 is for the benefit of the Secured Parties only. As a result, no Secured   Party shall be prevented from taking proceedings relating to a Dispute in any other   courts with jurisdiction.  To the extent allowed by law, the Secured Parties may take   concurrent proceedings in any number of jurisdictions.   26.2 Service of process    (a) Without prejudice to any other mode of service allowed under any relevant law, each   Chargor not incorporated in England and Wales irrevocably appoints Avaya UK as its   agent under this Deed for service of process in any proceedings before the English   courts in connection with this Deed (and Avaya UK, by its execution of this Deed,   accepts that appointment).     





 







38   1243436-LONSR01A - MSW   (b) If any person appointed as process agent under this Clause is unable for any reason to   so act, the Avaya UK (on behalf of all the Chargors) must immediately (and in any   event within 3 Business Days of such event taking place) appoint another agent on   terms acceptable to the Administrative Agent. Failing this, the Administrative Agent   may appoint another process agent for this purpose.   (c) Each Chargor agrees that failure by a process agent to notify it of any process will not   invalidate the relevant proceedings.   26.3 Waiver of immunity    (a) Each Chargor irrevocably and unconditionally:   (i) agrees not to claim any immunity from proceedings brought by a Secured Party   against it in relation to this Deed and to ensure that no such claim is made on   its behalf;   (ii) consents generally to the giving of any relief or the issue of any process in   connection with those proceedings; and   (iii) waives all rights of immunity in respect of it or its assets.    26.4 Waiver of trial by jury   EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY   CLAIM OR CAUSE OF ACTION IN CONNECTION WITH THIS DEED OR ANY   TRANSACTION CONTEMPLATED BY THIS DEED. THIS DEED MAY BE FILED AS A   WRITTEN CONSENT TO TRIAL BY THE COURT.      This Deed has been executed and delivered as a deed on the date stated at the beginning of this   Deed.