WITH THE SECURITY CONSTITUTED OR INTENDED TO BE CONSTITUTED BY
THIS DEBENTURE OR IS IN BREACH OF ANY OF THE PROVISIONS OF ANY OF THE FACILITY
DOCUMENTS; AND
(C)
PROMPTLY FOLLOWING RECEIPT, THE CHARGOR SHALL
FORWARD TO THE BANK COPIES OF ANY NOTICE FOR AN EXTRAORDINARY OR ANNUAL GENERAL
MEETING OF THE COMPANY WHICH HAS ISSUED THE SHARES OR INVESTMENTS (AS THE CASE
MAY BE) AT WHICH RESOLUTIONS ARE PROPOSED TO EITHER (A) TO PLACE THE COMPANY
INTO ANY FORM OF
WINDING UP, OR (B) TO APPLY FOR AN ADMINISTRATION ORDER, OR
(C) TO APPLY FOR AN AUTOMATIC MORATORIUM UNDER THE INSOLVENCY ACT 2000.
13.2
AFTER DEFAULT OR DEMAND
AFTER AN EVENT OF DEFAULT OCCURS AND IS CONTINUING THE CHARGOR SHALL PROMPTLY
PAY OVER TO THE BANK ALL MONIES ARISING FROM THE DISTRIBUTION RIGHTS RELATING TO
THE SHARES AND INVESTMENTS WHICH IT MAY RECEIVE, AND EXERCISE ALL VOTING AND
OTHER RIGHTS AND POWERS ATTACHED TO THE SHARES AND INVESTMENTS IN ANY MANNER
WHICH THE BANK MAY DIRECT.
13.3
OTHER OBLIGATIONS IN RESPECT OF SHARES AND
INVESTMENTS
THE CHARGOR SHALL:
13.3.1
PROMPTLY COPY TO THE BANK, AND COMPLY WITH, ALL REQUESTS FOR
INFORMATION WHICH IS WITHIN ITS KNOWLEDGE AND WHICH ARE MADE UNDER SECTION 793
OF THE COMPANIES ACT 2006 OR ANY SIMILAR PROVISION CONTAINED IN ANY ARTICLE OF
ASSOCIATION OR OTHER CONSTITUTIONAL DOCUMENT RELATING TO ANY OF ITS SHARES AND
INVESTMENTS; AND
13.3.2
comply with all other conditions and obligations assumed
by it in respect of any of the Shares and Investments where failure to so comply
would adversely affect the interests of the Bank.
22
14.
COSTS AND BANK'S PERFORMANCE OF COVENANTS
14.1
COSTS UNDERTAKING
14.1.1
THE CHARGOR SHALL PROMPTLY ON DEMAND
PAY OR REIMBURSE TO THE BANK AND ANY ADMINISTRATOR OR RECEIVER THE AMOUNT OF ALL
REASONABLE COSTS INCURRED BY THE BANK AND ANY ADMINISTRATOR OR RECEIVER (WHICH
SHALL FORM PART OF THE SECURED LIABILITIES) IN CONNECTION WITH:
THE NEGOTIATION, PREPARATION,
PRINTING, EXECUTION, REGISTRATION, PERFECTION AND COMPLETION OF THIS DEBENTURE,
THE CHARGED PROPERTY OR ANY DOCUMENT REFERRED TO IN THIS DEBENTURE; OR
ANY ACTUAL OR PROPOSED AMENDMENT
OR EXTENSION OF OR ANY WAIVER OR CONSENT UNDER THIS DEBENTURE.
14.1.2
THE CHARGOR SHALL PROMPTLY PAY ON
DEMAND TO THE BANK AND ANY ADMINISTRATOR OR RECEIVER THE AMOUNT OF ALL COSTS IN
ANY WAY INCURRED BY THE BANK AND/OR THE ADMINISTRATOR AND/OR THE RECEIVER .IN
RELATION TO THE PROTECTION, ENFORCEMENT OR PRESERVATION OF ANY OF THE BANK'S
RIGHTS UNDER THIS DEBENTURE OR IN SUING FOR OR RECOVERING ANY OF THE SECURED
LIABILITIES (INCLUDING, WITHOUT LIMITATION, THE COSTS OF ANY PROCEEDINGS IN
RELATION TO THIS DEBENTURE OR THE SECURED LIABILITIES).
14.2
BANK'S PERFORMANCE OF COVENANTS
If the Chargor fails to perform any of the undertakings contained in Clause 12.4
(Property) to Clause 12.9 (Occupational Leases) (inclusive), the Bank may (save
in relation to Environmental Matters) perform any such covenant at the Chargor's
expense and the Chargor shall reimburse the Bank for the Costs of such
performance on demand.