IN THE OPINION OF THE CHARGEE, BE NECESSARY OR PRUDENT TO PROTECT THE
CHARGEE'S INTERESTS IN RELATION TO THE INTELLECTUAL PROPERTY RIGHTS OR TO
PROTECT OR MAINTAIN THE INTELLECTUAL PROPERTY RIGHTS OR ANY OF THEM.
THE
CHARGOR SHALL GIVE THE CHARGEE ALL SUCH ASSISTANCE AS IT MAY REQUEST.
(D)
FOR SO LONG AS NO TERMINATION EVENT HAS OCCURRED AND IS CONTINUING
THE CHARGEE WILL ACT REASONABLY IN EXERCISING ITS RIGHTS UNDER THIS CLAUSE 10.
11.
Continuing security
THIS DEBENTURE SHALL BE A CONTINUING SECURITY FOR THE CHARGEE, NOTWITHSTANDING
ANY INTERMEDIATE PAYMENT OR SETTLEMENT OF ACCOUNTS OR OTHER MATTER WHATEVER, AND
SHALL BE IN ADDITION TO AND SHALL NOT PREJUDICE OR BE PREJUDICED BY ANY RIGHT OF
SET-OFF, COMBINATION, LIEN OR OTHER RIGHTS EXERCISABLE BY THE CHARGEE AS BANKER
AGAINST THE CHARGOR OR ANY SECURITY, GUARANTEE, INDEMNITY AND/OR NEGOTIABLE
INSTRUMENT NOW OR IN THE FUTURE HELD BY THE CHARGEE.
12.
Land
12.1
POSITIVE COVENANTS
THE CHARGOR COVENANTS THAT IT SHALL:
(A)
REPAIR: KEEP ALL ITS BUILDINGS AND ALL ITS PLANT, MACHINERY,
FIXTURES, FITTINGS AND OTHER EFFECTS CHARGED BY IT UNDER THIS DEBENTURE IN GOOD
AND SUBSTANTIAL REPAIR (FAIR WEAR AND TEAR EXCEPTED) AND IN GOOD WORKING ORDER
AND CONDITION AND WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE CHARGEE,
ALTER, PULL DOWN, REMOVE OR DISPOSE OF ANY OF THEM, EXCEPT IN THE ORDINARY
COURSE OF REPAIR, MAINTENANCE OR IMPROVEMENT;
(B)
PAYMENTS: PUNCTUALLY PAY OR CAUSE TO BE PAID ALL RATES, TAXES,
LEVIES, CHARGES, DUTIES, ASSESSMENTS, IMPOSITIONS AND OUTGOINGS WHATEVER
ASSESSED, CHARGED OR IMPOSED, NOW OR IN THE FUTURE, IN RESPECT OF ITS LAND OR
LAND IN WHICH IT HAS AN INTEREST TO THE EXTENT THAT FAILURE TO DO SO COULD BE
REASONABLY BE EXPECTED TO MATERIALLY ADVERSELY AFFECT THE VALUE OF THE LAND OR
THE VALUE OF THE SECURITY
13
CONSTITUTED BY THIS DEBENTURE AND, WHEN REASONABLY REQUIRED BY THE CHARGEE,
PRODUCE TO IT PROOF OF SUCH PAYMENT;
(C)
CONTRACTS: COMPLY IN ALL MATERIAL RESPECTS WITH THE TERMS OF ALL
AGREEMENTS, ASSIGNMENTS, CONTRACTS, CONVEYANCES, GRANTS AND OTHER DEEDS AND
DOCUMENTS FOR THE TIME BEING BINDING ON IT OR AFFECTING ITS LAND OR ITS USE OR
ENJOYMENT AND NOT TAKE ANY ACTION WHICH, OR OMIT TO TAKE ANY ACTION THE OMISSION
OF WHICH, RESULTS IN ANY OF ITS INTERESTS OR ESTATES IN ITS LAND BEING ADVERSELY
AFFECTED;
(D)
COMPLIANCE WITH LEASE: PUNCTUALLY PAY THE RENTS RESERVED BY AND
OBSERVE AND PERFORM IN ALL MATERIAL RESPECTS THE OTHER MATERIAL COVENANTS,
AGREEMENTS OR OBLIGATIONS ON ITS PART TO BE OBSERVED AND PERFORMED WHICH ARE
CONTAINED IN ANY LEASE, AGREEMENT FOR LEASE, TENANCY AGREEMENT OR LICENCE TO
OCCUPY RELATING TO ANY LAND AND ENFORCE THE OBSERVANCE AND PERFORMANCE BY THE
LANDLORD OR LICENSOR OF ITS MATERIAL OBLIGATIONS UNDER ANY SUCH DOCUMENT;
(E)
NOTICES, ORDERS AND PROPOSALS: SUPPLY TO THE CHARGEE COPIES OF ANY
NOTICE, ORDER OR PROPOSAL AFFECTING ITS LAND WHICH MAY BE MATERIALLY ADVERSE TO
THE INTERESTS OF THE CHARGEE:
(I)
WITHIN SEVEN DAYS OF RECEIPT WHERE IT IS RECEIVED FROM ANY