OR INCURRED
AND TAKE SUCH OTHER STEPS AS THE CHARGEE MAY REQUIRE TO PERFECT SUCH LEGAL
ASSIGNMENT;
(III)
DEAL WITH THE OTHER DEBTS IN ACCORDANCE WITH ANY DIRECTIONS FROM
TIME TO TIME GIVEN IN WRITING BY THE CHARGEE AND IN DEFAULT OF AND SUBJECT TO
ANY SUCH DIRECTIONS DEAL WITH THE SAME ONLY IN THE ORDINARY COURSE OF GETTING IN
AND REALISING THE SAME (BUT NOT SELL, ASSIGN, FACTOR OR DISCOUNT THE SAME IN ANY
WAY);
(IV)
PERMIT THE ACCOUNT BANK TO FURNISH DIRECTLY TO THE CHARGEE FROM
TIME TO TIME UPON REQUEST FULL STATEMENTS AND PARTICULARS OF ALL THE CHARGOR'S
ACCOUNTS WITH THE ACCOUNT BANK AND SUCH OTHER FINANCIAL STATEMENTS AND OTHER
INFORMATION RESPECTING THE ASSETS AND LIABILITIES OF THE CHARGOR AS ARE FROM
TIME TO TIME AVAILABLE TO THE ACCOUNT BANK;
(V)
ONLY DEAL WITH NON-VESTING DEBTS AS IF THEY WERE DEBTS (AND THEIR
RELATED RIGHTS) PURCHASED BY THE CHARGEE UNDER THE RECEIVABLES FINANCING
AGREEMENT AND IN PARTICULAR WILL NOT BANK OR DEAL WITH ANY PAYMENTS (BY WHATEVER
METHOD) IN RESPECT OF THE NON-VESTING DEBTS EXCEPT BY DEALING WITH THEM IN
ACCORDANCE WITH THE RECEIVABLES FINANCING AGREEMENT; AND
(VI)
AFTER CRYSTALLISATION OF THE FLOATING CHARGE (IF ANY) CREATED
PURSUANT TO CLAUSE
2.1(C) INTO A FIXED CHARGE, NOT (EXCEPT AS PERMITTED BY THE
CHARGEE) WITHDRAW ANY CREDIT BALANCE REPRESENTING PAYMENTS RELATING TO OTHER
DEBTS FROM THE ACCOUNT OR ANY OF THE CHARGOR 'S OTHER BANK ACCOUNTS;
11
7.2
NOTICE TO ACCOUNT BANK
THE CHARGOR SHALL, IMMEDIATELY AFTER THE EXECUTION OF THIS DEBENTURE, GIVE
NOTICE TO THE ACCOUNT BANK IN THE FORM SET OUT IN PART 1 OF SCHEDULE 2 (NOTICE
TO ACCOUNT BANK) AND USE ALL REASONABLE ENDEAVOURS (INCLUDING INCURRING
REASONABLE COSTS AND EXPENSES) TO ENSURE THAT THE ACCOUNT BANK DELIVERS TO THE
CHARGEE AN ACKNOWLEDGEMENT IN THE FORM SET OUT IN PART 2 OF SCHEDULE 2 (NOTICE
TO ACCOUNT BANK);
8.
Negative pledge and other restrictions
SAVE AS MAY BE EXPRESSLY PERMITTED UNDER THE FINANCE DOCUMENTS, THE CHARGOR
SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE CHARGEE:
(A)
CREATE OR PERMIT TO SUBSIST ANY SECURITY INTEREST OR ANY TRUST
OVER ANY OF ITS ASSETS, EXCEPT FOR PERMITTED SECURITY INTERESTS; OR
(B)
SELL, ASSIGN, LEASE, LICENSE OR SUB-LICENSE, OR GRANT ANY INTEREST
IN, ANY OF ITS FIXED SECURITY ASSETS, OR PART WITH POSSESSION OR OWNERSHIP OF
THEM, OR PURPORT OR AGREE TO DO SO.
9.
Right of appropriation
WITHOUT PREJUDICE TO ANY OTHER RIGHTS AND REMEDIES UNDER THIS DEBENTURE, TO THE
EXTENT THAT ANY OF THE FIXED SECURITY ASSETS OR FLOATING CHARGE ASSETS
CONSTITUTES "FINANCIAL COLLATERAL" AND ARE SUBJECT TO A LEGAL OR EQUITABLE
MORTGAGE UNDER THIS DEBENTURE WHICH IS OR FORMS PART OF A "SECURITY FINANCIAL
COLLATERAL ARRANGEMENT" (IN EACH CASE AS DEFINED IN, AND FOR THE PURPOSES OF,
THE FINANCIAL COLLATERAL ARRANGEMENTS (NO. 2) REGULATIONS 2003 (SI 2003
NO. 3226) (THE "REGULATIONS"), THE CHARGEE SHALL ALSO HAVE THE RIGHT TO
APPROPRIATE ALL OR ANY PART OF SUCH FINANCIAL COLLATERAL IN OR TOWARDS DISCHARGE
OF THE