DATED2010

13.1  

At any time on or after the Enforcement Date, or if requested by the Company, the Noteholder may, without further notice and without the restrictions contained in Section 103 of the Law of Property Act 1925 and whether or not a Receiver shall have been appointed, exercise all the powers conferred upon mortgagees by the Law of Property Act 1925 as varied or extended by this Guarantee and Debenture and all the powers and discretions conferred by this Guarantee and Debenture on a Receiver either expressly or by reference.

13.2  

Section 93 of the Law of Property Act 1925 shall not apply to the security created by this Guarantee and Debenture or to any security given to the Noteholder pursuant to this Guarantee and Debenture.

13.3  

During the continuance of this security the statutory and any other powers of

13.4  

The Noteholder shall have the power to lease and make agreements for leases at a premium or otherwise to accept surrenders of leases and to grant options on such terms as the Noteholder shall consider expedient and without the need to observe any of the provisions of Sections 99 and 100 of the Law of Property Act 1925.

13.5  

If the Noteholder receives notice of any subsequent Encumbrance affecting the Charged Assets of the Company or any part of the Charged Assets of the Company the Noteholder may open a new account for the Company.  If it does not do so then, unless the Noteholder gives express written notice to the contrary to the Company, it shall nevertheless be treated as if it had opened a new account at the time when it received such notice and as from that time all payments made by or on behalf of the Company to the Noteholder shall be credited or be treated as having been credited to the new account and shall not operate to reduce the amount due from the Company to the Noteholder at the time when it received such notice.

14.1  

At any time on or after the Enforcement Date or if requested by the Company the Noteholder may by deed or by instrument in writing under the hand of any director or other duly authorised officer appoint one or more persons to be (a) Receiver(s) of the Charged Assets of the Company or any part of such Charged Assets.

14.2  

Where more than one Receiver is appointed each joint Receiver shall have power to act severally and independently of any other joint Receiver except to the extent that the Noteholder may specify to the contrary in the appointment.  The Noteholder may (subject where relevant to Section 45 of the Insolvency Act 1986) remove any Receiver so appointed and appoint another in his place.

14.3  

Subject to Section 45 of the Insolvency Act 1986, the Noteholder may in respect of the Company:

(a)  

remove any Receiver previously appointed under this Guarantee and Debenture; and

(b)  

appoint another person or other persons as Receiver or Receivers

14.4  

A Receiver shall (save as otherwise required or provided as a matter of law) be the agent of the Company and the Company shall be solely responsible for his acts or defaults and for his remuneration.

14.5  

A Receiver shall have all the powers conferred from time to time on receivers by statute (in the case of powers conferred by the Law of Property Act 1925 without the restrictions contained in Section 103 of that Act) and power on behalf and at the cost of the Company (notwithstanding liquidation of the Company) to do or

(a)  

take possession of, collect and get in all or any of the Charged Assets, exercise in respect of the Securities all voting or other powers or rights available to a registered holder of the Securities in such manner as he may think fit and bring, defend or discontinue any proceedings or submit to arbitration in the name of the Company or otherwise as may seem expedient to him;

(b)  

carry on, manage, develop, reconstruct, amalgamate or diversify the business of the Company or any part of it, or concur in so doing, lease or otherwise acquire and develop or improve properties or other assets without being responsible for loss or damage;

(c)  

raise or borrow any money from or incur any other liability to the Noteholder or others on such terms, with or without security, as he may think fit and so that any such security may be or include a charge on the whole or any part of the Charged Assets ranking in priority to this Guarantee and Debenture or otherwise;

(d)  

without the restrictions imposed by Section 103 of the Law of Property Act 1925 or the need to observe any of the provisions of Sections 99 and 100 of such Act, sell by public auction or private contract, let, surrender or accept surrenders, grant licences or otherwise dispose of or deal with all or any of the Charged Assets or concur in so doing in such manner for such consideration and generally on such terms and conditions as he may think fit, with full power to convey, let, surrender, accept surrenders or otherwise transfer or deal with such Charged Assets in the name and on behalf of the Company or otherwise and so that covenants and contractual obligations may be granted and assumed in the name of and so as to bind the Company (or other estate owner if he shall consider it necessary or expedient so to do) and so that any such sale, lease or disp osition may be for cash, Guarantee and Debentures or other obligations, shares, stock, securities or other valuable consideration and be payable immediately or by instalments spread over such period as he shall think fit, and so that any consideration received or receivable shall ipso facto forthwith be and become charged with the payment of all the Secured Obligations, plant, machinery and other fixtures may be severed and sold separately from the premises containing them and the Receiver may apportion any rent and the performance of any obligations affecting the premises sold without the consent of the Company;

(e)  

promote the formation of companies with a view to the same purchasing, leasing, licensing, or otherwise acquiring interests in all or any of the Charged Assets or otherwise arrange for such companies to trade or cease to trade and to purchase, lease, license or otherwise acquire all or any of the Charged Assets on such terms and conditions whether or not including payment by instalments secured or unsecured as he may think fit;

(f)  

make any arrangement or compromise or enter into or cancel any contracts which he shall think expedient;

(g)  

make and effect such repairs, renewals and improvements to the Charged Assets or any part of them as he may think fit and maintain, renew, take out or increase insurances;

(h)  

appoint managers, agents, officers and employees for any of such purposes or to guard or protect the Charged Assets at such salaries and commissions and for such periods and on such terms as he may determine and may dismiss the same;

(i)  

make calls conditionally or unconditionally on the members of the Company in respect of uncalled capital;

(j)  

without any further consent by or notice to the Company exercise for and on behalf of the Company all the powers and provisions conferred on a landlord or a tenant by the Landlord and Tenant Acts, the Rents Acts, the Housing Acts or the Agricultural Holdings Act or any other legislation from time to time in force in any relevant jurisdiction relating to rents or agriculture in respect of any part of the Properties, but without any obligation to exercise any of such powers and without any liability in respect of powers so exercised or omitted to be exercised;

(k)  

sign any document, execute any deed and do all such other acts and things as may be considered by him to be incidental or conducive to any of the above matters or powers or to the realisation of the security of the Noteholder and to use the name of the Company for all the above purposes;

(l)  

do all the acts and things described in Schedule 1 to the Insolvency Act 1986 as if the words “he” and “him” referred to the Receiver and “company” referred to the Company;

(m)  

to exercise all the powers of the Noteholder under this Guarantee and Debenture.

14.6  

The Noteholder may from time to time determine the remuneration of any Receiver without being limited to the maximum rate specified in Section 109(6) of the Law of Property Act 1925.  A Receiver shall be entitled to remuneration appropriate to the work and responsibilities involved upon the basis of charging from time to time adopted by the Receiver in accordance with the current practice of his firm.

14.7  

The Noteholder may at any time after the Enforcement Date or if requested by any Company appoint one or more persons to be (an) administrator(s) of any or all of the Company pursuant to the Insolvency Act 1986.

15.1  

All monies received by any Receiver appointed under this Guarantee and Debenture shall (subject to any requirement of law to the contrary) be applied in the following order:

(a)  

in the payment of the costs, charges and expenses of and incidental to the Receiver's appointment and the payment of his remuneration;

(b)  

in the payment and discharge of any outgoings paid and liabilities incurred by the Receiver in the exercise of any of the powers of the Receiver;

(c)  

in providing for the matters (other than the remuneration of the Receiver) specified in the first three paragraphs of Section 109(8) of the Law of Property Act 1925;

(d)  

in discharge of any charges ranking in priority to this Guarantee and Debenture;

(e)  

in or towards payment of any debts or claims which are required by law to be paid in preference to the Secured Obligations but only to the extent to which such debts or claims have such preference;

(f)  

in or towards the satisfaction of the Secured Obligations in such order as the Noteholder may conclusively determine provided that the Noteholder shall also at the same time discharge any charges ranking equally with the Guarantee and Debenture; and

(g)  

any surplus shall be paid to the Company or other person entitled to it.

15.2  

All monies receivable by virtue of any Insurances shall be paid to the Noteholder (or if not paid by the insurers directly to the Noteholder shall be held on trust for the Noteholder) and shall at the option of the Noteholder be applied in replacing, restoring or reinstating the property or assets destroyed, damaged or lost (any deficiency being made good by the Company) or (except where the Company is obliged (as landlord or tenant) to lay out such insurance monies under the provisions of any lease of any of the Charged Assets) in reduction of the Secured Obligations.

15.3  

No purchaser or other person shall be bound or concerned to see or enquire whether the right of the Noteholder or any Receiver to exercise any of the powers conferred by this Guarantee and Debenture has arisen or be concerned with notice to the contrary or with the propriety of the exercise or purported exercise of such powers.

15.4  

Any moneys received, recovered or realised under the powers conferred under this Guarantee and Debenture may, at the discretion of the Noteholder, be placed in a suspense account and kept there for so long as the Noteholder thinks fit pending application from time to time (as the Noteholder shall be entitled to do as it may think fit) of moneys in or towards discharge of the Secured Obligations.

16.1  

The Company covenants with the Noteholder to pay on demand all costs, charges and expenses incurred by the Noteholder or by any Receiver in or about the enforcement, protection, preservation or attempted preservation of any of the security created by or pursuant to this Guarantee and Debenture or any of the Charged Assets on a full indemnity basis, together with interest accruing daily at the Default Rate from the date on which such costs charges or expenses are so incurred until the date of payment (both before and after judgment) such interest to be compounded monthly in accordance with the normal practice of the Noteholder.

16.2  

Neither the Noteholder nor any Receiver shall be liable to account as mortgagee or heritable creditor in possession in respect of all or any of the Charged Assets or be liable for any loss upon realisation or for any neglect or default of any nature whatsoever for which a mortgagee or heritable creditor in possession may be liable as such.

16.3  

The Company agrees to indemnify the Noteholder and any Receiver on demand against all losses, actions, claims, expenses, demands or liabilities whether in contract, tort, delict or otherwise and whether arising at common law in equity or by statute which may be incurred by or made against any of them (or by or against any manager agent officer or employee for whose liability, act or omission any of them may be answerable) as a consequence of:

(a)  

anything done or omitted in the exercise or purported exercise of the powers contained in this Guarantee and Debenture; or

(b)  

any breach by the Company of any of its obligations under this Guarantee and Debenture,

 

other than where there has been gross misconduct or wilful default on the part of the Noteholder or the Receiver.

16.4  

The Company shall pay interest on the sum demanded at the Default Rate.

(a)  

an Event of Default occurs;

(b)  

after the Noteholder has demanded the payment or discharge of all or any part of the Secured Obligations;

(c)  

if the Company breaches any of the provisions of this Guarantee and Debenture; or

(d)  

in respect of the Company:

(i)  

it is unable or admits inability to pay its debts as they fall due or is deemed to or declared to be unable to pay its debts under applicable law, suspends or threatens to suspend making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;

(ii)  

a moratorium is declared in respect of any of its indebtedness;

(iii)  

any corporate action, legal proceedings or other procedure or step is taken in relation to:

(A)  

the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of it;

(B)  

a composition, compromise, assignment or arrangement with any of its creditors;

(C)  

the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of it or any of its assets; or

(D)  

enforcement of any Encumbrance over any of its assets,

(iv)  

any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any of its asset or assets.

18.1  

The Company by way of security irrevocably appoints:

(a)  

the Noteholder;

(b)  

each person to whom the Noteholder shall from time to time have delegated the exercise of the power of attorney conferred by this clause; and

(c)  

any Receiver;

(i)  

to execute and complete any documents or instruments which the Noteholder or such Receiver may require for perfecting the title of the Noteholder to the Charged Assets or for vesting the same in the Noteholder its nominees or any purchaser;

(ii)  

to sign, execute, seal and deliver and otherwise perfect any further security document referred to in clause 7; and

(iii)  

otherwise generally to sign, seal, execute and deliver all deeds, assurances agreements and documents and to do all acts and things which may be required for the full exercise of all or any of the powers conferred on the Noteholder or a Receiver under this Guarantee and Debenture or which may be deemed expedient by the Noteholder or a Receiver in connection with any disposition, realisation or getting in by the Noteholder or such Receiver of the Charged Assets or any part of them or in connection with any other exercise of any power under this Guarantee and Debenture.

19.1  

This Guarantee and Debenture and the obligations of the Company under this Guarantee and Debenture shall:

(a)  

secure the ultimate balance from time to time owing to the Noteholder by the Company and the Issuer and shall be a continuing security

(b)  

be in addition to and not prejudice or affect any present or future Collateral Instrument, Encumbrance, right or remedy held by or available to the Noteholder; and

(c)  

not merge with or be in any way prejudiced or affected by the existence of any such Collateral Instruments, Encumbrances, rights or remedies or by the same being or becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or by the Noteholder dealing with, exchanging, releasing, varying or failing to perfect or enforce any of the same or giving time for payment or indulgence or compounding with any other person liable.

19.2  

The Noteholder shall not be obliged to resort to any Collateral Instrument or other means of payment now or after the date of this Guarantee and Debenture held by or available to it before enforcing this Guarantee and Debenture, and no action taken or omitted by the Noteholder or any in connection with any such Collateral Instrument or other means of payment shall discharge, reduce, prejudice or affect the liability of the Company.

19.3  

Any release, discharge or settlement between the Company and the Noteholder shall be conditional upon no security, disposition or payment to the Noteholder by the Company or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Noteholder shall be entitled to enforce this Guarantee and Debenture subsequently as if such release discharge or settlement had not occurred and any such payment had not been made.

20.1  

All monies received or held by the Noteholder or by a Receiver under this Guarantee and Debenture may from time to time be converted into such other currency as the Noteholder or Receiver considers necessary or desirable to cover the Secured Obligations in that other currency at the market rate of exchange then offered to the Noteholder (as conclusively determined by the Noteholder) for purchasing that other currency with the existing currency.

20.2  

If and to the extent that the Company fails to pay any amount due on demand or within any specified payment period following demand, the Noteholder may, in its absolute discretion, without notice to the Company, purchase at any time afterwards so much of any currency as the Noteholder considers necessary  or desirable to cover the Secured Obligations in such currency at the then prevailing spot rate of exchange of [Barclays Bank PLC] (as conclusively determined by the Noteholder) for purchasing such currency with sterling or US dollars and the Company agrees to indemnify the Noteholder against the full sterling or US dollar cost (including all costs charges and expenses) paid.

20.3  

No payment to the Noteholder (whether under any judgment or court order or otherwise) shall discharge the obligation or liability of the Company in respect of

21.1  

This Guarantee and Debenture is freely assignable or transferable by the Noteholder.

21.2  

The Noteholder may disclose to any person related to the Noteholder and/or any person to whom it is proposing to transfer or assign or has transferred or assigned this Guarantee and Debenture any information about the Company.

21.3  

The Company may not assign or transfer any of its rights or benefits under this Guarantee and Debenture.

22.1  

Unless expressly provided to the contrary in a Finance Document a person who is not a party to this Guarantee and Debenture has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Guarantee and Debenture.

22.2  

Notwithstanding any term of any Finance Document, the consent of any person who is not a party to this Guarantee and Debenture is not required to rescind or vary this Guarantee and Debenture at any time.

23.1  

The rights, powers and remedies provided in this Guarantee and Debenture are cumulative and are not, nor are they to be construed as, exclusive of any rights, powers or remedies provided by law or otherwise.

23.2  

No failure or delay on the part of the Noteholder to exercise any power, right or remedy shall operate as a waiver of it, nor shall any single or any partial exercise or waiver of any power, right or remedy preclude its further exercise or the exercise of any other power right or remedy.

23.3  

Any liability or power which may be exercised or any determination which may be made under this Guarantee and Debenture by the Noteholder may be exercised or made in its absolute and unfettered discretion and the Noteholder shall not be obliged to give reasons.

23.4  

Each of the provisions of this Guarantee and Debenture is severable and distinct from the others and if at any time one or more of such provisions is or becomes invalid, illegal or unenforceable the validity, legality and enforceability of the remaining provisions of this Guarantee and Debenture shall not in any way be affected or impaired by such event.

23.5  

This Guarantee and Debenture shall remain in full force and effect notwithstanding any amendments or variations from time to time of the Finance Documents and all

23.6  

For the purposes of the Law of Property (Miscellaneous Provisions) Act 1989 any provisions of the Finance Documents relating to any disposition of an interest in land shall be deemed to be incorporated in this Guarantee and Debenture.

23.7  

This Guarantee and Debenture may be executed in any number of counterparts each of which shall be deemed to be an original, and which together shall constitute one and the same instrument.

24.1  

Any notices required to be given under the provisions of this Guarantee and Debenture shall be in writing and shall be deemed to have been duly served if hand delivered or sent by internationally recognised courier or confirmed facsimile correctly addressed to the relevant party's address as specified in this Guarantee and Debenture or at such other address as either party may designate from time to time in accordance with this clause. The facsimile number of each of the parties is as follows:

(a)  

The Company: [                                 ]

(b)  

The Noteholder: [                                 ]

24.2  

Any notice pursuant to clause 24.1 shall be deemed to have been served:

(a)  

if hand delivered upon receipt;

(b)  

if sent by facsimile upon receipt; and

(c)  

if sent by internationally recognised courier, upon receipt.

25.1  

This Guarantee and Debenture and any non-contractual obligations arising out of or in connection with it shall be governed by and shall be construed in accordance with English law.

25.2  

The Company irrevocably agrees for the benefit of the Noteholder that the courts in England and the State or Federal Court sitting in the State of California, County of Los Angeles shall have jurisdiction to hear and determine any suit, action or proceeding and to settle any dispute or any non-contractual obligation which may arise out of or in connection with this Guarantee and Debenture and for such purposes irrevocably submits to the jurisdiction of such courts.

25.3  

Nothing contained in this clause 26 shall limit the right of the Noteholder to take proceedings against the Company in any other court of competent jurisdiction, nor shall the taking of any such proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction whether concurrently or not (unless prevented by applicable law).

25.4  

The Company irrevocably waives any objection which it may have now or in the future to the courts of England or the State or Federal Court sitting in the State of California, County of Los Angeles being nominated for the purpose of this clause on the ground of venue or otherwise and agrees not to claim that any such court is not a convenient or appropriate forum.

1  

This Guarantee is a continuing security and shall remain in full force and effect until all Secured Obligations have been paid, discharged or satisfied in full notwithstanding the liquidation or other incapacity or any change in the constitution of the Company or in its name and style or any settlement of account or other matter whatsoever.

2  

This Guarantee is in addition to and shall not merge with or otherwise prejudice or affect or be prejudiced by any other right, remedy, guarantee, indemnity or security and may be enforced without first having recourse to the same or any other bill, stock, mortgage, charge, pledge or lien now or after the date of this Guarantee and Debenture held by or available to the Noteholder.

3  

If any purported obligation or liability of the Company to the Noteholder which if valid would have been the subject of this Guarantee is not or ceases to be valid or enforceable against the Company on any ground whatsoever whether or not known to the Noteholder  including but not limited to any defect in or want of powers of the Company or irregular exercise of them or lack of authority by any person purporting to act on behalf of the Company or any legal or other limitation (whether under the Limitation Acts or otherwise), disability, incapacity or any change in the constitution of or any amalgamation, reconstruction, liquidation or dissolution of the Company, the Company shall nevertheless be liable to the Noteholder in respect of that purported obligation or liability as if the same were fully valid and enforceable and the Company were t he principal debtor in respect of it and the Company agrees to keep the Noteholder fully indemnified against all damages, loss, costs and expenses arising from any failure of the Company to carry out any such purported obligation or liability.

4  

The liability of the Company under this Guarantee shall not be reduced, discharged or otherwise adversely affected by:

4.1  

any variation, extension, compromise, discharge, dealing with, exchange or renewal of any right or remedy which the Noteholder  may now or after the date of this Guarantee and Debenture have against the Company, the Issuer or any other person in respect of the Secured Obligations;

4.2  

any act or omission by the Noteholder or any other person in taking up, perfecting or enforcing or the non-enforcement of any security or guarantee from or against the Company, the Issuer or any other person;

4.3  

any termination, amendment, variation, novation or supplement of or to any of the Secured Obligations;

4.4  

any grant of time, indulgence, waiver or concession to the Company, the Issuer or any other person;

4.5  

any incapacity or any change in the constitution, name and style of the Company, the Issuer or any other person;

4.6  

any invalidity, illegality, unenforceability, irregularity, frustration or discharge by operation of law of any actual or purported liability of or any security held from,

4.7  

by anything which, but for this provision, might operate to exonerate or discharge the Company or the Issuer or otherwise reduce or extinguish any of its liabilities under this Guarantee.

5  

The Company warrants to the Noteholder that it has not taken or received and undertakes that it will not take or receive the benefit of any security from the Issuer or any other person in respect of any liability of or payment by the Company or the Issuer under this Guarantee or otherwise in connection with this Guarantee.

6  

Until all the Secured Obligations have been paid, discharged or satisfied in full (and notwithstanding payment of a dividend in any liquidation or bankruptcy or under any compromise or arrangement) the Company agrees that, without the prior written consent of the Noteholder, it will not:

6.1  

exercise any right of subrogation, reimbursement or indemnity against the Issuer;

6.2  

require any contribution, indemnity, reimbursement or accounting from the Issuer or person of any of the Secured Obligations or require the Noteholder to effect or implement marshalling;

6.3  

demand or accept repayment in whole or in part of any indebtedness now or after the date of this Guarantee and Debenture due to any other person from the Issuer or from any other person liable or demand or accept any Collateral Instrument in respect of the same or dispose of the same;

6.4  

take any step to enforce any right against the Issuer or any other person liable in respect of any Secured Obligations; or

6.5  

claim any set-off, deduction or counterclaim against the Issuer or any other person liable or claim or prove in competition with the Noteholder in the bankruptcy or liquidation of the Company, the Issuer or any other person liable or have the benefit of, or share in, any payment from or composition with, the Company, the Issuer or any other person liable or any other Collateral Instrument now or after the date of this Guarantee and Debenture held by the Noteholder for any Secured Obligations or for the obligations or liabilities of any other person liable but so that, if so directed by the Noteholder, it will prove for the whole or any part of its claim in the liquidation or bankruptcy of any other person on terms that the benefit of such proof and of all money received by it in respect of it shall be held on trust for the Noteholder and applied in or towards discharge of the Secured Obligations in such manner as the Noteholder shall deem appropriate.

7  

If, contrary to paragraphs 6 and 7 of this Schedule, the Company takes or receives the benefit of any security or receives or recovers any money or other property or exercises any rights mentioned in paragraph 6 against the Issuer, the Company declares that such rights and such security, money or other property shall be held on trust by the Company for the Noteholder for application in or towards the discharge of the liabilities of the Company to the Noteholder under this Guarantee.

8  

The Company agrees that all other rights and all monies from time to time held on trust by the Company for the Noteholder under or pursuant to paragraph 8 of this Schedule shall be transferred, assigned, delivered or, as the case may be, paid to the Noteholder promptly following the Noteholder's demand.

9  

The Company shall not direct the appropriation by the Noteholder of any sums received by the Noteholder from any other person under this Guarantee and Debenture (and any appropriation shall be as the Noteholder in its own discretion determines).

10  

The Noteholder  shall not be obliged before it takes steps to enforce this Guarantee against the Company:

10.1  

to take action or obtain judgment in any court against the Issuer or any other person; or

10.2  

to make or file any claim in a bankruptcy or liquidation of the Issuer or any other person; or

10.3  

to make, enforce or seek to enforce any claim against the Issuer or any other person under any security or other document, agreement or arrangement.

11  

All sums payable by the Company under this Guarantee shall be paid to the Noteholder  in full:

11.1  

without any set-off, condition or counterclaim whatsoever; and

11.2  

free and clear of all deductions or withholdings whatsoever save only as may be required by law.

12  

If any deduction or withholding is required by any law in respect of any payment due from the Company under this Guarantee the sum payable by the Company shall be increased so that, after making the minimum deduction or withholding so required, the Company shall pay to the Noteholder, and the Noteholder shall receive and be entitled to retain on the due date for payment, a net sum at least equal to the sum which it would have received had no such deduction or withholding been required to be made and the Company shall indemnify the Noteholder against any losses or costs incurred by reason of any failure of the Company to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment.  The Company shall promptly deliver to the Noteholder any receipts, certificates or other proof evi dencing the amount (if any) paid or payable in respect of any such deduction or withholding.

13  

The Company expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance documents and/or any facility or amount made available or issued under any of the Finance Documents for the purpose of or in connection with any of the following: acquisitions of any nature, increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities or debt instruments; refinancing any other indebtedness; making facilities available to new borrowers; issuing new debt; any other variation or extension of the purposes for which any such facility or debt instrument or amount might be made available or issued from time to time; and any fees, costs and/or expenses associated with any of th e foregoing.

14  

This Guarantee shall remain binding on the Company notwithstanding any change in the constitution of the Noteholder or the absorption of such Noteholder in, or amalgamation with, or the acquisition of all or part of its undertakings or assets by, any other person, or any reconstruction or reorganisation of any kind, to the intent that this Guarantee shall remain valid and effective in all respects in favour of any assignee, transferee or other successor in title had been named in this Guarantee and Debenture as a party instead of, or in addition to, the Noteholder.