unlawful
financial assistance within the meaning of sections 151 and 152 of the Companies
Act 1985.
"Security Documents"
means any document entered into by any person from time to time creating (a) any
Security Interest, directly or indirectly, for the obligations of the Chargor or
any other person under the Facility Documents including, without limitation,
this Debenture or (b) any guarantee, indemnity or other similar undertaking in
respect of any such obligations.
"Security Interest"
means any mortgage, charge, assignment, pledge, lien, right of set-off,
hypothecation encumbrance, priority or other security interest (whether fixed or
floating) including, without limitation, any "hold-back" or "flawed asset"
arrangement together with any preferential right, retention of title, deferred
purchase, leasing, sale or purchase, sale and leaseback arrangement, trust
agreement declaration of trust, trust arising by operation of law, any option or
agreement for any of the same or any arrangement which has substantially the
same commercial or substantive effect as the creation of security.
"Shares"
means all shares held by the Chargor in its Subsidiaries and which are listed in
Schedule 1A but not including its shares in Evolving Systems GmbH.
9
1.2
INTERPRETATION
1.2.1
IN THIS DEBENTURE:
THE CONTENTS PAGE AND CLAUSE
HEADINGS ARE INCLUDED FOR CONVENIENCE ONLY AND DO NOT AFFECT THE CONSTRUCTION OF
THIS DEBENTURE;
WORDS DENOTING THE SINGULAR
INCLUDE THE PLURAL AND VICE VERSA; AND
WORDS DENOTING ONE GENDER INCLUDE
EACH OTHER GENDER.
1.2.2
IN THIS DEBENTURE, UNLESS THE
CONTEXT OTHERWISE REQUIRES, REFERENCES TO:
PERSONS INCLUDE REFERENCES TO
NATURAL PERSONS, FIRMS, PARTNERSHIPS, COMPANIES, CORPORATIONS ASSOCIATIONS,
ORGANISATIONS AND TRUSTS (IN EACH CASE WHETHER OR NOT HAVING A SEPARATE LEGAL
PERSONALITY);
DOCUMENTS, INSTRUMENTS AND
AGREEMENTS (INCLUDING, WITHOUT LIMITATION, THIS DEBENTURE AND ANY DOCUMENT
REFERRED TO IN THIS DEBENTURE) ARE REFERENCES TO SUCH DOCUMENTS, INSTRUMENTS AND
AGREEMENTS AS MODIFIED, AMENDED, VARIED, SUPPLEMENTED OR NOVATED FROM TIME TO
TIME;
RECEIVERS ARE REFERENCES TO
RECEIVERS OF WHATSOEVER NATURE INCLUDING, WITHOUT LIMITATION, RECEIVERS AND
MANAGERS AND ADMINISTRATIVE RECEIVERS;
THE TERMS THE "BANK" THE
"RECEIVER" AND THE "ADMINISTRATOR" INCLUDE, WHERE THE CONTEXT SO ADMITS,
REFERENCES TO ANY DELEGATE OF ANY SUCH PERSON AND ANY SUBSTITUTE PERSON
APPOINTED IN RESPECT OF ANY OF THEM;
A PARTY TO THIS DEBENTURE INCLUDE
REFERENCES TO ITS SUCCESSORS, TRANSFEREES AND ASSIGNS;
RECITALS, CLAUSES AND SCHEDULES
ARE REFERENCES TO RECITALS TO THIS DEBENTURE, CLAUSES OF THIS DEBENTURE AND
SCHEDULES TO THIS DEBENTURE; AND REFERENCES TO THIS DEBENTURE INCLUDE ITS
SCHEDULES
10
PARAGRAPHS ARE REFERENCES TO
PARAGRAPHS OF THE SCHEDULE IN WHICH THE REFERENCES APPEAR;
STATUTORY PROVISIONS (WHERE THE
CONTEXT SO ADMITS AND UNLESS OTHERWISE EXPRESSLY PROVIDED) ARE CONSTRUED AS
REFERENCES TO THOSE PROVISIONS AS RESPECTIVELY AMENDED, CONSOLIDATED, EXTENDED
OR RE-ENACTED FROM TIME TO TIME, AND TO ANY ORDERS REGULATIONS INSTRUMENTS OR
OTHER SUBORDINATE LEGISLATION MADE UNDER THE RELEVANT STATUTE; AND
A TIME OF DAY IS A REFERENCE TO
LONDON TIME.
1.3
LOAN AGREEMENT DEFINED TERMS
Unless otherwise defined in this Debenture, terms defined in the Loan Agreement
bear the same