TO INCLUDE ITS SUCCESSORS IN
TITLE, PERMITTED ASSIGNS AND PERMITTED TRANSFEREES;
(II)
"THIS DEED", THE "REVOLVING FACILITY
AGREEMENT", ANY OTHER "LOAN DOCUMENT" OR ANY OTHER AGREEMENT OR INSTRUMENT SHALL
BE CONSTRUED AS A REFERENCE TO THIS DEED, THE REVOLVING FACILITY AGREEMENT, SUCH
OTHER LOAN DOCUMENT OR SUCH OTHER AGREEMENT OR INSTRUMENT AS AMENDED,
SUPPLEMENTED, NOVATED AND/OR REPLACED IN ANY MANNER FROM TIME TO TIME (EVEN IF
ANY OF THE SAME INCREASES THE OBLIGATIONS OF THE COMPANY OR PROVIDES FOR FURTHER
ADVANCES);
(III)
"ASSETS" INCLUDES ANY PRESENT AND FUTURE
PROPERTIES, REVENUES AND RIGHTS OF EVERY DESCRIPTION AND INCLUDES UNCALLED
CAPITAL;
(IV)
AN EVENT OF DEFAULT THAT IS "CONTINUING" SHALL
BE CONSTRUED AS MEANING AN EVENT OF DEFAULT THAT HAS NOT BEEN WAIVED IN WRITING
BY THE AGENT NOR REMEDIED TO THE SATISFACTION OF THE AGENT;
(V)
"INCLUDING" OR "INCLUDES" MEANS INCLUDING OR
INCLUDES WITHOUT LIMITATION;
(VI)
"UK SECURED OBLIGATIONS" INCLUDES OBLIGATIONS
AND LIABILITIES WHICH WOULD BE TREATED AS SUCH BUT FOR THE LIQUIDATION OR
DISSOLUTION OF OR SIMILAR EVENT AFFECTING THE COMPANY;
(VII)
A PROVISION OF LAW IS A REFERENCE TO THAT
PROVISION AS AMENDED OR RE-ENACTED; AND
(VIII)
THE SINGULAR INCLUDES THE PLURAL AND VICE VERSA.
(B)
REFERENCES 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
3
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
REVOLVING FACILITY AGREEMENT.
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.
2.
COVENANT TO PAY
2.1
COVENANT TO PAY
(A)
THE COMPANY COVENANTS IN FAVOUR OF THE
COLLATERAL AGENT THAT IT WILL PAY AND DISCHARGE THE