IN THIS DEBENTURE, A REFERENCE TO:
(A)
THE "CHARGOR" OR THE "CHARGEE" SHALL BE
CONSTRUED SO AS TO INCLUDE ITS SUCCESSORS IN TITLE, PERMITTED ASSIGNS AND
PERMITTED TRANSFEREES;
(B)
"ASSETS" INCLUDE PRESENT AND FUTURE
PROPERTIES, ANY INTEREST IN SUCH PROPERTY (LEGAL OR EQUITABLE), REVENUES RIGHTS
OF EVERY DESCRIPTION AND ANY THING IN ACTION;
(C)
A "FINANCE DOCUMENT" OR ANY OTHER AGREEMENT
OR INSTRUMENT IS A REFERENCE TO THAT FINANCE DOCUMENT OR OTHER AGREEMENT OR
INSTRUMENT AS AMENDED OR NOVATED;
(D)
"INCLUDING" AND "IN PARTICULAR" SHALL NOT BE
CONSTRUED RESTRICTIVELY BUT SHALL MEAN RESPECTIVELY "INCLUDING AND WITHOUT
PREJUDICE TO THE GENERALITY OF THE FOREGOING/BUT NOT LIMITED TO" AND "IN
PARTICULAR, BUT WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING/BUT NOT
LIMITED TO";
3
(E)
A "PERSON" INCLUDES ANY PERSON, FIRM,
COMPANY, CORPORATION, GOVERNMENT, STATE OR AGENCY OF A STATE OR ANY ASSOCIATION,
JOINT VENTURE, TRUST OR PARTNERSHIP (WHETHER OR NOT HAVING SEPARATE LEGAL
PERSONALITY) OF TWO OR MORE OF THE FOREGOING;
(F)
"PROPERTY" INCLUDES ANY INTEREST (LEGAL
OR EQUITABLE) IN REAL OR PERSONAL PROPERTY AND ANY THING IN ACTION;
(G)
A "REGULATION" INCLUDES ANY REGULATION,
RATE, OFFICIAL DIRECTIVE, REQUEST OR GUIDELINE (WHETHER OR NOT HAVING THE FORCE
OF LAW) OF ANY GOVERNMENTAL, INTERNATIONAL OR SUPRANATIONAL BODY, AGENCY,
DEPARTMENT OR REGULATORY, SELF-REGULATORY OR OTHER AUTHORITY OR ORGANISATION;
(H)
SUBJECT TO CLAUSE 30.4 (VARIATIONS),
REFERENCES TO THIS DEBENTURE OR TO ANY OTHER DOCUMENT (INCLUDING ANY FINANCE
DOCUMENT) INCLUDE REFERENCES TO THIS DEBENTURE OR SUCH OTHER DOCUMENT AS VARIED
IN ANY MANNER FROM TIME TO TIME;
(I)
REFERENCES TO UNCERTIFICATED INVESTMENTS
ARE TO INVESTMENTS THE TITLE TO WHICH CAN BE TRANSFERRED BY MEANS OF AN
ELECTRONIC OR OTHER ENTRY IN A RELEVANT SYSTEM AND REFERENCES TO CERTIFICATED
INVESTMENTS ARE TO INVESTMENTS WHICH ARE NOT UNCERTIFICATED INVESTMENTS;
(J)
WORDS DENOTING THE SINGULAR ONLY SHALL
INCLUDE THE PLURAL AND VICE VERSA AND ANY GENDER SHALL INCLUDE THE OTHER
GENDERS;
(K)
A CLAUSE OR A SCHEDULE IS A REFERENCES TO A
CLAUSE OF OR A SCHEDULE TO THIS DEBENTURE;
(L)
A TIME OF DAY IS A REFERENCE TO LONDON
TIME;
(M)
A PROVISION OF LAW IS A REFERENCE TO THAT
PROVISION AS AMENDED OR RE-ENACTED;
(N)
CLAUSE AND SCHEDULE HEADINGS ARE FOR EASE OF
REFERENCE ONLY; AND
(O)
A DEFAULT (OTHER THAN AN TERMINATION EVENT)
IS "CONTINUING" IF IT HAS NOT BEEN REMEDIED OR WAIVED AND AN TERMINATION EVENT
IS "CONTINUING" IF IT HAS NOT BEEN WAIVED.
1.4
THE PARTIES TO THIS DOCUMENT INTEND IT TO BE
A DEED AND AGREE TO EXECUTE AND DELIVER IT AS A DEED.
2.
Clawback
2.1
IF THE CHARGEE CONSIDERS IN GOOD FAITH THAT ANY AMOUNT PAID OR
CREDITED TO IT IS CAPABLE OF BEING AVOIDED OR REDUCED BY VIRTUE OF ANY
BANKRUPTCY, INSOLVENCY, LIQUIDATION OR SIMILAR LAWS THE LIABILITY OF THE CHARGOR
UNDER THIS DEBENTURE AND THE SECURITY CONSTITUTED HEREBY WILL CONTINUE AND SUCH
AMOUNT WILL NOT BE CONSIDERED TO HAVE BEEN IRREVOCABLY PAID.
2.2
WHERE ANY DISCHARGE (WHETHER IN RESPECT OF THE OBLIGATIONS OF THE
CHARGOR OR ANY