Common use of Perfection of Security and Further Assurance Clause in Contracts

Perfection of Security and Further Assurance. 7.1 The Company shall: (a) in respect of the Material Contracts: (i) forthwith deliver to the Security Agent evidence satisfactory to the Security Agent that a notice in the form set out in Part I (Form of Notice for Material Contracts) of the Eighth Schedule (Form of Notices and Acknowledgements), duly executed by the Company or on its behalf, has been issued to each relevant Contract Party; and (ii) use reasonable endeavours to procure that such notice is acknowledged, in the form set out in Part II (Form of Acknowledgement for Material Contracts) of the Eighth Schedule (Form of Notices and Acknowledgements), by each such relevant Contract Party; (b) in respect of the Insurances: (i) forthwith deliver to the Security Agent evidence satisfactory to the Security Agent that a notice in the form set out in Part III (Form of Notice for Insurances) of the Eighth Schedule (Form of Notices and Acknowledgements), duly executed by the Company or on its behalf, has been issued to each relevant insurer; and (ii) use reasonable endeavours to procure that such notice is acknowledged, in the form set out in Part IV (Form of Acknowledgement for Insurances) of the Eighth Schedule (Form of Notices and Acknowledgements), by the relevant insurer; (c) in respect of each Account with an Account Bank: (i) forthwith deliver to the Security Agent evidence satisfactory to the Security Agent that a notice in the form set out in Part V (Form of Notice for Account Bank) of the Eighth Schedule (Form of Notices and Acknowledgements), duly executed by the Company or on its behalf, has been issued to each relevant Account Bank; and (ii) use reasonable endeavours to procure that such notice is acknowledged, in the form set out in Part VI (Form of Acknowledgement from the Account Bank) of the Eighth Schedule (Form of Notices and Acknowledgements), by the Account Bank. 7.2 In addition, the Company shall from time to time, at the request of the Security Agent but at the cost of the Company, take whatever action the Security Agent or a Receiver may reasonably require for: (a) creating, perfecting, improving, maintaining or protecting security intended to be created by or pursuant to this Debenture; (b) after the Security has become enforceable, facilitating the realisation of any Secured Asset; (c) facilitating the exercise of any right, power or discretion exercisable by the Security Agent or a Receiver in respect of any Secured Asset; (d) vesting or enabling to vest title to any Secured Asset in the Security Agent or its nominee(s); or (e) creating and perfecting security in favour of the Security Agent (equivalent or similar to the security intended to be created by this Debenture) over any property or assets of the Company located in a jurisdiction outside Ireland or for facilitating the realisation thereof, including: (i) the re-execution of this Debenture; (ii) the execution of any legal or other assignment, transfer, mortgage, charge or encumbrance or other document in such form as the Security Agent may reasonably require; (iii) the giving of any notice, order or direction; and (iv) the making of any filing or registration. 7.3 The Company hereby irrevocably and unconditionally: (a) authorises the Security Agent and each legal advisor appointed by the Security Agent to do, at the cost and expense of the Company, all acts and sign on behalf of the Company all required documents and forms (whether physical or in electronic format) as the Security Agent and/or such advisor may consider necessary or desirable to procure compliance with the procedure under section 409(3) or 409(4) of the Companies Act; and (b) indemnifies and agrees to hold the Security Agent and each such legal advisor harmless against any loss or liability incurred by the Security Agent or any such legal advisor as a consequence of the Security Agent or any such legal advisor procuring compliance with the procedure under section 409(3) or 409(4) of the Companies Act in reliance on this clause. For the avoidance of doubt, this clause 7.3 permits the Security Agent or its legal adviser including their e-mail address in any form filed under section 409 of the Companies Act for the purposes of receiving a certificate of registration of a charge from the Companies Registration Office. 7.4 The Company shall: (a) immediately notify the Security Agent of any (or any proposed) contract, conveyance, transfer or other disposition relating to the acquisition by the Company or any nominee on its behalf of any freehold, leasehold or other immovable property; and (b) in the case of any such property the title to which (either before or after the acquisition thereof) is registered under the Registration of Deeds and Title Acts 1964 and 2006 or any analogous statutes of any other jurisdiction: (i) notify the Security Agent of the folio number(s) thereof; and (ii) contemporaneously with the making of the application to the Property Registration Authority for the registration as registered owner thereof, request the Registrar of Titles to enter a notice of these presents as a burden on the folio; and (c) at any time, if called upon to do so by the Security Agent, execute over all or any part of such property a charge, by way of legal mortgage, in favour of the Security Agent in such form as the Security Agent may require (including by way of a charge in the Prescribed Form) and in the case of any leasehold property, use its best endeavours to obtain any requisite consent for the creation of such a charge from the lessor. 7.5 The Company shall, upon execution of this Debenture and further upon the acquisition by the Company or any nominee on its behalf of any interest in any freehold, leasehold or other immovable property, deposit with the Security Agent all deeds, certificates and other documents constituting or evidencing title to that property. 7.6 The Company shall upon the execution of this Debenture (or if later promptly following any acquisition by the Company of any Shares and, in any event, in the case of the Shares in Target, within 1 Business Day of the date of acquisition by the Company of any such Shares and, following re-registration of the Target as a private company, within 1 Business Day of such re-registration) deposit with the Security Agent and permit the Security Agent during the continuance of the Security hereby created to hold and retain: (a) all deeds, bearer instruments, certificates, declarations of trust or other documents representing or evidencing ownership of the Investments or any part thereof; (b) an instrument of transfer in the form set out in Part I (Form of Transfer Instrument) of the Tenth Schedule (Share Deliverables) in respect of the Shares duly executed by or on behalf of the Company but omitting the name of the transferee and the date together with a letter of authority from the Company in respect of, inter alia, such instruments of transfer in the form set out in Part II (Form of Shareholder’s Letter of Authority) of the Tenth Schedule (Share Deliverables); (c) a certified copy of the share register of the Relevant Company; (d) an undated irrevocable proxy in respect of the Shares executed by the Company in favour of the Security Agent in the form set out in Part III (Form of Irrevocable Proxy) of the Tenth Schedule (Share Deliverables) and an undated irrevocable appointment in the form set out in Part IV (Form of Irrevocable Appointment) of the Tenth Schedule (Share Deliverables); (e) an executed but undated dividend mandate in the form set out in Part V (Form of Dividend Mandate) of the Tenth Schedule (Share Deliverables); and (f) an undated irrevocable letter of resignation from each director and the Secretary of each Relevant Company executed by the relevant director/Secretary in the form set out in Part VI (Form of Director/Secretary Resignation Letter) of the Tenth Schedule (Share Deliverables) together with a letter of authorisation from such director/Secretary in the form set out in Part VII (Form of Letter of Authority) of the Tenth Schedule (Share Deliverables). 7.7 The Security Agent may at any time when the Security becomes enforceable, without notice to the Company, have all or any of the Shares registered in its name or in the name of, or otherwise have the same held by, one or more nominees on its behalf and the Company shall, if so requested by the Security Agent when the Security becomes enforceable, take all such action as is available to it to procure that the Security Agent or, as the case may be, its nominee(s) shall be registered as the owner thereof or shall otherwise acquire legal title thereto.

Perfection of Security and Further Assurance. 7.1 3.1 The Company shall: (a) in respect of the Material Contracts: (i) forthwith deliver to the Security Agent evidence satisfactory to the Security Agent that a notice in the form set out in Part I (Form of Notice for Material Contracts) of the Eighth Schedule (Form of Notices and Acknowledgements), duly executed by the Company or on its behalf, has been issued to each relevant Contract Party; and (ii) use reasonable endeavours to procure that such notice is acknowledged, in the form set out in Part II (Form of Acknowledgement for Material Contracts) of the Eighth Schedule (Form of Notices and Acknowledgements), by each such relevant Contract Party; (b) in respect of the Insurances: (i) forthwith deliver to the Security Agent evidence satisfactory to the Security Agent that a notice in the form set out in Part III (Form of Notice for Insurances) of the Eighth Schedule (Form of Notices and Acknowledgements), duly executed by the Company or on its behalf, has been issued to each relevant insurer; and (ii) use reasonable endeavours to procure that such notice is acknowledged, in the form set out in Part IV (Form of Acknowledgement for Insurances) of the Eighth Schedule (Form of Notices and Acknowledgements), by the relevant insurer; (c) in respect of each Account with an Account Bank: (i) forthwith deliver to the Security Agent evidence satisfactory to the Security Agent that a notice in the form set out in Part V (Form of Notice for Account Bank) of the Eighth Schedule (Form of Notices and Acknowledgements), duly executed by the Company or on its behalf, has been issued to each relevant Account Bank; and (ii) use reasonable endeavours to procure that such notice is acknowledged, in the form set out in Part VI (Form of Acknowledgement from the Account Bank) of the Eighth Schedule (Form of Notices and Acknowledgements), by the Account Bank. 7.2 In addition, the Company Chargor shall from at any time to time, at the request of the Security Agent but and at the cost of the CompanyChargor promptly sign, take whatever action seal, execute, deliver and do all deeds, instruments, notices, documents, acts and things (including, without limitation any legal assignments, transfers, mortgages, legal or other charges or securities and notices of assignment or charge) as in each such case the Security Agent or a Receiver may shall reasonably require for: (a) creatingfor the purpose of maintaining, perfecting, improving, maintaining perfecting or protecting the security intended to be created constituted by or pursuant to this Debenture; Charge (b) after the Security has become enforceable, facilitating the realisation of any Secured Asset; (c) facilitating the exercise of any right, power or discretion exercisable by the Security Agent or a Receiver in respect of any Secured Asset; (d) vesting or enabling to vest title to any Secured Asset in the Security Agent or its nominee(s); or (e) creating and perfecting security in favour of the Security Agent (equivalent or similar to the security intended purported to be created constituted by or pursuant to this DebentureCharge) over any property or assets of the Company located in a jurisdiction outside Ireland or for facilitating the realisation thereofthereof and the exercise of all powers, including: (i) authorities and discretions vested in the re-execution Security Agent by this Charge or by applicable law. Without prejudice to the generality of this Debenture; (ii) the execution of any foregoing, such assignments, transfers, mortgages, legal or other assignmentcharges, transfer, mortgage, or securities or notices of assignment or charge or encumbrance or other document shall be in such form as the Security Agent shall reasonably require and may reasonably require; (iii) contain provisions such as are herein contained or provisions to the giving like effect and/or such other provisions of any notice, order or direction; and (iv) the making of any filing or registration. 7.3 The Company hereby irrevocably and unconditionally: (a) authorises the Security Agent and each legal advisor appointed by the Security Agent to do, at the cost and expense of the Company, all acts and sign on behalf of the Company all required documents and forms (whether physical or in electronic format) whatsoever kind as the Security Agent and/or such advisor may shall reasonably consider necessary requisite for the maintenance or desirable to procure compliance with the procedure under section 409(3) or 409(4) perfection of the Companies Act; andsecurity constituted by or pursuant to this Charge. (b) indemnifies 3.2 The Chargor shall immediately after the execution of this Charge, instruct its registered agent to create and agrees to hold maintain a register of charges for the Security Agent and each such legal advisor harmless against any loss or liability incurred by the Security Agent or any such legal advisor as a consequence Chargor in accordance with section 162 of the Security Agent or any such legal advisor procuring compliance with the procedure under section 409(3) or 409(4) Business Companies Act 2004 of the British Virgin Islands (the “Register of Charges”) and to enter particulars of the security interests created pursuant to this Charge in the Register of Charges, and the Chargor shall instruct its registered agent to effect registration of this Charge at the Registry of Corporate Affiars pursuant to section 163 of the Business Companies Act in reliance on this clause. For the avoidance of doubt, this clause 7.3 permits the Security Agent or its legal adviser including their e-mail address in any form filed under section 409 2004 of the Companies Act for the purposes of receiving a certificate of registration of a charge from the Companies Registration Office. 7.4 The Company shall: (a) immediately notify the Security Agent of any (or any proposed) contract, conveyance, transfer or other disposition relating to the acquisition by the Company or any nominee on its behalf of any freehold, leasehold or other immovable property; and (b) in the case of any such property the title to which (either before or after the acquisition thereof) is registered under the Registration of Deeds and Title Acts 1964 and 2006 or any analogous statutes of any other jurisdictionBritish Virgin Islands: (i) notify deliver or procure to be delivered to the Security Agent a certified copy of the folio number(s) thereofupdated Register of Charges and a confirmation from the registered agent of the Chargor in writing that such Register of Charges has been filed with the Registry of Corporate Affairs; and (ii) contemporaneously with the making of the application deliver or procure to be delivered to the Property Registration Authority for Security Agent the certificate of registration as registered owner thereof, request issued by the Registrar of Titles Corporate Affairs and the filed and stamped copy of the Register of Charges. 3.3 The Chargor hereby represents and warrants to enter a notice of these presents as a burden on the folio; and (c) at any time, if called upon to do so by the Security Agent, execute over all or any part of such property a charge, by way of legal mortgage, in favour of the Security Agent in such form that as the Security Agent may require (including by way of a charge in the Prescribed Form) and in the case of any leasehold property, use its best endeavours to obtain any requisite consent for the creation of such a charge from the lessor. 7.5 The Company shall, upon execution of this Debenture and further upon the acquisition by the Company or any nominee on its behalf of any interest in any freehold, leasehold or other immovable property, deposit with the Security Agent all deeds, certificates and other documents constituting or evidencing title to that property. 7.6 The Company shall upon the execution of this Debenture (or if later promptly following any acquisition by the Company of any Shares and, in any event, in the case of the Shares in Target, within 1 Business Day of the date of acquisition by hereof, the Company of any such Shares and, following reChargor is not registered as a non-registration Hong Kong company under Part XI of the Target as a private company, within 1 Business Day of such re-registration) deposit with the Security Agent and permit the Security Agent during the continuance Companies Ordinance (Cap.32 of the Security hereby created to hold and retain: (a) all deeds, bearer instruments, certificates, declarations Laws of trust or other documents representing or evidencing ownership of the Investments or any part thereof; (b) an instrument of transfer in the form set out in Part I (Form of Transfer Instrument) of the Tenth Schedule (Share Deliverables) in respect of the Shares duly executed by or on behalf of the Company but omitting the name of the transferee and the date together with a letter of authority from the Company in respect of, inter alia, such instruments of transfer in the form set out in Part II (Form of Shareholder’s Letter of Authority) of the Tenth Schedule (Share Deliverables); (c) a certified copy of the share register of the Relevant Company; (d) an undated irrevocable proxy in respect of the Shares executed by the Company in favour of the Security Agent in the form set out in Part III (Form of Irrevocable Proxy) of the Tenth Schedule (Share Deliverables) and an undated irrevocable appointment in the form set out in Part IV (Form of Irrevocable Appointment) of the Tenth Schedule (Share Deliverables); (e) an executed but undated dividend mandate in the form set out in Part V (Form of Dividend Mandate) of the Tenth Schedule (Share Deliverables); and (f) an undated irrevocable letter of resignation from each director and the Secretary of each Relevant Company executed by the relevant director/Secretary in the form set out in Part VI (Form of Director/Secretary Resignation Letter) of the Tenth Schedule (Share Deliverables) together with a letter of authorisation from such director/Secretary in the form set out in Part VII (Form of Letter of Authority) of the Tenth Schedule (Share DeliverablesHong Kong). 7.7 The Security Agent may at any time when the Security becomes enforceable, without notice to the Company, have all or any of the Shares registered in its name or in the name of, or otherwise have the same held by, one or more nominees on its behalf and the Company shall, if so requested by the Security Agent when the Security becomes enforceable, take all such action as is available to it to procure that the Security Agent or, as the case may be, its nominee(s) shall be registered as the owner thereof or shall otherwise acquire legal title thereto.