TO CLAUSES AND THE SCHEDULE ARE
TO BE CONSTRUED, UNLESS OTHERWISE STATED, AS REFERENCES TO CLAUSES AND THE
SCHEDULE OF THIS DEED AND REFERENCES TO THIS DEED INCLUDE ITS SCHEDULE.
(C)
CLAUSE AND SCHEDULE HEADINGS ARE FOR
CONVENIENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS DEED.
(D)
EACH UNDERTAKING OF THE COMPANY (OTHER THAN
A PAYMENT OBLIGATION) CONTAINED IN THIS DEED MUST BE COMPLIED WITH AT ALL TIMES
DURING THE SECURITY PERIOD AND IS GIVEN BY THE COMPANY FOR THE BENEFIT OF THE
COLLATERAL AGENT AND EACH OTHER LENDER PARTY.
(E)
IF THE COLLATERAL AGENT OR THE AGENT
REASONABLY CONSIDERS THAT AN AMOUNT PAID BY THE COMPANY TO A LENDER PARTY UNDER
A LOAN DOCUMENT IS CAPABLE OF BEING AVOIDED OR OTHERWISE SET ASIDE ON THE
LIQUIDATION OR ADMINISTRATION OF THE COMPANY, THEN THAT AMOUNT SHALL NOT BE
CONSIDERED TO HAVE BEEN IRREVOCABLY PAID FOR THE PURPOSES OF THIS DEED.
(F)
THE PARTIES INTEND THAT THIS DOCUMENT
SHALL TAKE EFFECT AS A DEED NOTWITHSTANDING THE FACT THAT A PARTY MAY ONLY
EXECUTE THIS DOCUMENT UNDER HAND.
1.3
TRUST
ALL SECURITY INTERESTS AND DISPOSITIONS MADE OR CREATED AND ALL OBLIGATIONS AND
UNDERTAKINGS CONTAINED IN THIS DEED TO, IN FAVOUR OF OR FOR THE BENEFIT OF THE
COLLATERAL AGENT ARE MADE, CREATED AND ENTERED INTO IN FAVOUR OF THE COLLATERAL
AGENT AS TRUSTEE FOR THE LENDER PARTIES FROM TIME TO TIME ON THE TERMS OF THE
TERM LOAN AGREEMENT.
4
1.4
THIRD PARTY RIGHTS
A person who is not a Party shall have no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Deed
and, no rights are intended to be created under this Deed for the benefit of any
third party, donee, creditor or incidental beneficiary of the Company.
2.
COVENANT TO PAY
2.1
COVENANT TO PAY
(A)
THE COMPANY COVENANTS IN FAVOUR OF THE
COLLATERAL AGENT THAT IT WILL PAY IN CASH AND DISCHARGE THE US SECURED
OBLIGATIONS FROM TIME TO TIME WHEN THEY FALL DUE AND ARE PAYABLE, SUBJECT TO ANY
APPLICABLE GRACE PERIODS PROVIDED FOR IN THE APPLICABLE LOAN DOCUMENTS.
(B)
EVERY PAYMENT BY THE COMPANY OF A US SECURED
OBLIGATION WHICH IS MADE TO OR FOR THE BENEFIT OF A LENDER PARTY TO WHICH THAT
US SECURED OBLIGATION IS DUE AND PAYABLE IN ACCORDANCE WITH THE LOAN DOCUMENT
UNDER WHICH SUCH SUM IS PAYABLE TO THAT LENDER PARTY SHALL OPERATE IN
SATISFACTION TO THE SAME EXTENT OF THE COVENANT CONTAINED IN CLAUSE 2.1(A).
2.2
DEFAULT INTEREST
(A)
ANY AMOUNT WHICH IS NOT PAID UNDER THIS
DEED WHEN DUE SHALL BEAR INTEREST (BOTH BEFORE AND AFTER JUDGMENT AND PAYABLE ON
DEMAND) FROM THE DUE DATE UNTIL THE DATE ON WHICH SUCH AMOUNT IS UNCONDITIONALLY
AND IRREVOCABLY PAID IN CASH AND DISCHARGED IN FULL ON A DAILY BASIS AT THE RATE
AND IN THE MANNER AGREED IN THE LOAN DOCUMENT UNDER WHICH SUCH AMOUNT IS PAYABLE
AND, IN THE ABSENCE OF SUCH AGREEMENT, AT