Question
'Borrower') and Lighthouse Bank plc (the 'Lender') THIS DEED is dated 1 March 2023. 1. DEFINITIONS AND INTERPRETATION 1.1 The definitions and rules of interpretation
'Borrower') and Lighthouse Bank plc (the 'Lender')
THIS DEED is dated 1 March 2023.
1. DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of interpretation in this clause apply in this debenture:
Agreement:The Loan Agreement dated 1 March 2023 between the Borrower and the Lender for the provision of the loan secured by this deed.
Charged Property: All the assets, property and undertaking for the time being subject to the security interests created by or pursuant to this deed (and references to the Charged Property shall include references to any part of them).
Encumbrance: Any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, assignment by way of security, or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.
Secured Liabilities: All present and future monies, obligations and liabilities owed by (i) the Borrower to the Lender under or in connection with the Agreement; or (ii) by the Borrower to the Lender under or in connection with this deed, whether actual or contingent and whether owed jointly or severally, as principal or surety and/or in any other capacity whatsoever, under or in connection with the Agreement or this deed (including, without limitation, those arising under Clause 12.3), together with all interest (including, without limitation, default interest) accruing in respect of such monies, obligations or liabilities.
1.2 INSOLVENCY ACT 1986
Paragraph 14 of Schedule B1 to the Insolvency Act 1986 applies to the floating charge created by this deed. The Lender may, without notice to the Borrower, appoint any one or more persons to be an administrator of the Borrower pursuant to paragraph 14 Schedule B1 of the Insolvency Act 1986 if the security constituted by this deed becomes enforceable.
2. COVENANT TO PAY
The Borrower shall on demand pay to the Lender and discharge the Secured Liabilities when they become due.
3. GRANT OF SECURITY
3.1 CHARGING CLAUSE
As a continuing security for the payment and discharge of the Secured Liabilities, the Borrower with full title guarantee:
3.1.1 charges to the Lender, by way of first legal mortgage, the warehouse in Wiltshire (the 'Warehouse').
3.1.2 charges to the Lender, by way of first fixed charge, all its present and future interests not effectively mortgaged or charged under the preceding provisions of this Clause 3 in, or over, the Warehouse and all manufacturing equipment owned by the Borrower; and
3.1.3 charges to the Lender, by way of first floating charge, all its undertaking, property, assets and rights at any time not effectively mortgaged, charged or assigned pursuant to Clause 3.1.1 and Clause 3.1.2.
3.2 AUTOMATIC CRYSTALLISATION OF FLOATING CHARGE
The floating charge created by Clause 3.1.3 shall automatically and immediately (without notice) convert into a fixed charge over the relevant Charged Property if the Borrower:
3.2.1 creates, or attempts to create, without the prior written consent of the Lender, an Encumbrance or any trust in favour of another person over all or any part of its Charged Property; or
3.2.2 disposes or attempts to dispose of all or any part of its Charged Property (other than property subject only to the floating charge while it remains uncrystallised, which property may be disposed of in the ordinary course of business).
4. NEGATIVE PLEDGE
The Borrower shall not, at any time, except with the prior written consent of the Lender:
4.1 create, purport to create or permit to subsist any Encumbrance on, or in relation to, any Charged Property, other than any encumbrances created by this deed; or
4.2 sell, assign, transfer, part with possession of or otherwise dispose of in any manner (or purport to do so) all or any part of, or any interest in, the Charged Property, except for the disposal in the ordinary course of business of any of the Charged Property subject to the floating charge created under this deed; or
4.3 create or grant (or purport to create or grant) any interest in any Charged Property in favour of a third party.
5. ENFORCEMENT
This deed shall be enforceable if:
5.1 any of the Secured Liabilities shall not be paid or discharged when the same ought to be paid or discharged by the Borrower; or
5.2 the Borrower shall be in breach of any of its obligations under this deed or the Borrower shall be in breach of any of its obligations under any other agreement between the Borrower and the Lender and that breach (if capable of remedy) has not been remedied to the satisfaction of the Lender within 14 days of notice by the Lender to the Borrower to remedy the breach.
5.3 the Borrower becomes unable to pay its debts as they fall due (and/or the value of the Borrower's assets is less than the amount of its liabilities, taking into account the Borrower's assets contingent and prospective liabilities).
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