THE RELEVANT INACCURATE FIGURES
WILL HAVE THE EFFECT OF NULLIFYING, WAIVING OR OTHERWISE CURING THAT BREACH.
(D)
THE COMPONENTS OF EACH DEFINITION USED IN
CLAUSE 9.13 (FINANCIAL COVENANTS) WILL BE CALCULATED IN ACCORDANCE WITH THE
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AS VARIED BY THIS AGREEMENT.
10
CHANGES TO OBLIGORS AND SECURITY
10.1
ADDITIONAL GUARANTORS
(A)
EACH OBLIGOR WILL PROCURE THAT ANY GROUP
MEMBER (WHICH IS NOT A GUARANTOR) REQUIRED BY THE LENDER TO BE A GUARANTOR, WILL
BECOME A GUARANTOR BY EXECUTING AN ACCESSION DOCUMENT WHEN REQUIRED BY THE
LENDER.
(B)
WHEN AN ACCESSION DOCUMENT IS ENTERED INTO
UNDER CLAUSE 10.1(A), THE BORROWER WILL DELIVER TO THE LENDER:
29
(1)
THE ORIGINAL ACCESSION DOCUMENT EXECUTED BY THE RELEVANT NEW
OBLIGOR, THE BORROWER AND THE LENDER; AND
(2)
AN OFFICER'S CERTIFICATE IN THE FORM OF SCHEDULE 3 AND A SHARE
MORTGAGE IN RESPECT OF ITS SUBSIDIARIES, EACH IN RELATION TO THE ACCEDING
GUARANTOR; AND
each satisfactory to the Lender.
10.2
FUTURE SECURITY
(A)
EACH OBLIGOR WILL PROCURE THAT ANY GROUP
MEMBER WHICH:
(1)
HAS NOT ENTERED INTO A SECURITY OVER ALL OR SUBSTANTIALLY ALL OF
ITS ASSETS; OR
(2)
OWNS AN ASSET WHICH (IN THE OPINION OF THE LENDER, ACTING
REASONABLY) IS MATERIAL AND WHICH IS NOT SUBJECT TO A FIRST PRIORITY SECURITY
INTEREST UNDER A SECURITY,
(in either case the "Relevant Assets") will (unless prohibited by law) after
being required to do so by the Lender execute a Security (in form and substance
satisfactory to the Lender) over the Relevant Assets as security for all
indebtedness under the Finance Documents.
(B)
WHEN A SECURITY IS ENTERED INTO
UNDER 10.2(A), THE BORROWER WILL DELIVER TO THE LENDER:
(1)
THE ORIGINAL SECURITY EXECUTED BY THE
RELEVANT GROUP MEMBER AND THE LENDER;
(2)
AN OFFICER'S CERTIFICATE IN THE FORM OF
SCHEDULE 3 AND A SHARE MORTGAGE IN RESPECT OF ITS SUBSIDIARIES, EACH IN EACH
RELATION TO THE RELEVANT GROUP MEMBER; AND
each satisfactory to the Lender.
11
DEFAULT
11.1
EVENTS OF DEFAULT
Each of the events set out in this clause 11.1 constitute an Event of Default,
whether or not it is within the control of the Obligors:
(A)
(NON-PAYMENT) AN OBLIGOR OR FAILS TO PAY ON
THE DUE DATE ANY AMOUNT WHICH IS DUE AND PAYABLE BY IT UNDER ANY FINANCE
DOCUMENT (UNLESS SUCH FAILURE TO PAY WAS DUE TO A FAILURE OF THE BANKING OR
FINANCIAL SYSTEM USED FOR THE TRANSFER OF FUNDS AND SUCH PAYMENT IS MADE WITHIN
TWO DAYS AFTER THE AMOUNT BECOMES DUE AND PAYABLE);
30
(B)
(FINANCIAL UNDERTAKINGS) AN OBLIGOR BREACHES
CLAUSE 9.13;
(C)
(NON-REMEDIABLE FAILURE) AN OBLIGOR FAILS
TO PERFORM ANY UNDERTAKING OR OBLIGATION OF IT UNDER ANY TRANSACTION DOCUMENT
(OTHER THAN THOSE SPECIFIED IN CLAUSE 11.1(A) AND (B)) AND THAT FAILURE IS NOT
IN THE OPINION OF THE LENDER REMEDIABLE;
(D)
(REMEDIABLE FAILURE) THE FAILURE DESCRIBED
IN CLAUSE 11.1(C) IS IN THE OPINION OF THE LENDER REMEDIABLE, AND AN OBLIGOR
DOES NOT REMEDY THE FAILURE WITHIN 10 BUSINESS DAYS OF THE EARLIER OF:
(1)