Common use of COVENANTS BY THE CHARGOR Clause in Contracts

COVENANTS BY THE CHARGOR. 4.1 The Chargor covenants with the Security Trustee that during the continuance of this security the Chargor will:- (i) forthwith upon execution of this Deed deposit with the Security Trustee all the share certificates of the Shares and instruments of transfer (with the name of the transferee, the consideration and the date left blank but otherwise duly completed and executed) relating to the Shares; (ii) ensure so far as it is able that the Shares are at all times free from any restriction on transfer (whether under any relevant constitutive documents or otherwise) by the Security Trustee or its nominees to perfect or enforce the security constituted or intended to be constituted by this Deed; (iii) upon the accrual, offer or issue of any Derivative Assets (apart from dividends) which have not accrued or been issued to the Security Trustee or nominees as registered holder of the Shares to which those Derivative Assets relate, deliver to the Security Trustee all such Derivative Assets and any certificates or documents of title to the same together with instruments of transfer (with the name of the transferee, the consideration and the date left blank but otherwise duly completed and executed) relating to such Derivative Assets; (iv) notify the Security Trustee of the contents of any communication or document received by it from the Debtor in relation to any of the Shares or Derivative Assets; (v) not, otherwise than in accordance with this Deed (without the prior consent in writing of the Security Trustee):- (a) permit any person other than the Chargor to be registered as holder of the Shares or any part thereof; (b) create or purport to create or permit to subsist any Security Interest (other than in favour of the Security Trustee or a Security Interest governed by the Subordination Agreement (as defined in the Instrument)) on or over the Shares or the Derivative Assets or any part thereof or interest therein or right in respect thereof or enter into any agreement to grant or create such a Security Interest; (c) sell, transfer or otherwise dispose of the Shares or the Derivative Assets or any part thereof or interest therein or right in respect thereof or attempt or agree so to do; or (d) do or cause or permit to be done anything which will deliberately depreciate, jeopardise or prejudice the value to the Noteholders of the Shares or the Derivative Assets.

COVENANTS BY THE CHARGOR. 4.1 (1) The Chargor hereby covenants with the Security Trustee Minister that during the continuance of this security the Chargor will:-will at all times: (a) continue to be the holder of 100% of the issued share capital of NBD DAC other than the Special Share, unless otherwise permitted under the Project Agreement; (b) upon the execution of this Deed, deposit with the Minister and permit the Minister during the continuance of this security to hold and retain:- (i) forthwith upon execution of this Deed deposit with the Security Trustee all the stock/share certificates and documents of the Shares and instruments of transfer (with the name of the transferee, the consideration and the date left blank but otherwise duly completed and executed) title relating to the SharesSecurities; (ii) ensure so far as it is able that stock transfer forms in respect of the Shares are at all times free from any restriction on transfer (whether under any relevant constitutive documents or otherwise) Securities duly executed by the Security Trustee or its nominees to perfect or enforce Chargor but undated and with the security constituted or intended to be constituted by this Deedtransferee details left blank; (iii) undated letters of resignation from the directors of NBD DAC and authorisations (in the form set out in Part 1 of the Third Schedule) to date those letters upon the accrual, offer or issue occurrence of any Derivative Assets (apart from dividends) which have not accrued or been issued to the Security Trustee or nominees as registered holder of the Shares to which those Derivative Assets relate, deliver to the Security Trustee all such Derivative Assets and any certificates or documents of title to the same together with instruments of transfer (with the name of the transferee, the consideration and the date left blank but otherwise duly completed and executed) relating to such Derivative Assetsan Enforcement Event; (iv) notify the Security Trustee of the contents of any communication or document received by it from the Debtor a duly executed irrevocable voting proxy in relation to any the Securities in the form set out in Part II of the Shares or Derivative AssetsThird Schedule; (v) nota duly executed dividend payment mandate in relation to the Securities in the from set out in Part 1 of the Third Schedule; (vi) a duly executed authorisation in respect of the dating of the stock transfer forms, otherwise than voting proxy and dividend payment mandate in accordance with this Deed the form set out in Part III of the Second Schedule; (vii) such other documents as the Minister may from time to time require for perfecting its title to the Securities (duly executed by or signed on behalf of the registered holder) or for vesting or enabling it to vest the same in itself or its nominees or in any purchasers to the intent that the Minister may at any time following an Enforcement Event without notice present same for registration; (c) duly and promptly pay all calls instalments or other payments which may be made or become due in respect of any of the Securities as and when the same from time to time become due; (d) not (without the prior consent in writing of the Security Trustee):-Minister):- (ai) permit any person other than the Chargor to be registered as holder of the Shares Secured Assets or any part thereof; (bii) create or purport to create or permit to subsist any Security Interest mortgage debenture charge lien or encumbrance (other than in favour of the Security Trustee or a Security Interest governed by the Subordination Agreement (as defined in the Instrument)Minister) on or over the Shares Secured Assets or any part thereof or interest therein; or (iii) sell transfer or otherwise dispose of the Derivative Secured Assets or any part thereof or interest therein or right attempt or agree to do so. (e) not knowingly cause (in so far as it is able to prevent same using all reasonable endeavours), or permit to be done anything which may be expected to depreciate jeopardise or otherwise prejudice the value to the Minister of the Secured Assets hereby charged and/or assigned. (2) The Chargor hereby further covenants and agrees with the Minister:- (a) that the Minister and its nominees at the discretion of the Minister may on or after the occurrence of an Enforcement Event, exercise in the name of the Chargor or otherwise at any time whether before or after demand for payment and without any further consent or authority on the part of the Chargor in respect of the Securities any voting rights and all powers given to trustees by law in respect of securities or property subject to a trust and any powers or rights which may be exercisable by the person in whose name the securities are registered or by the bearer thereof or enter into and such powers shall be exercised subject to the provisions of Clause 4; (b) that the Chargor shall immediately notify the Minister of any agreement intention on the part of the Chargor to grant or create such a Security Interestseek to have NBD DAC put under Court protection under the provisions of the Companies Act 2014; (c) sellthat the Chargor will, if so required by the Minister, ensure that the Minister’s interest in the Securities is recorded in the shareholders’ register; (d) that the Chargor shall, on or after the occurrence of an Enforcement Event, transfer all or otherwise dispose any of the Shares Securities and the benefit of any of the Agreements to the Minister or to such nominees wheresoever situate or agents as the Derivative Minister may select and that all the Securities shall be held at the expense risk and responsibility of the Chargor; (e) that the Chargor will not create or purport to create any subsequent mortgage charge assignment or other disposition affecting the Secured Assets or any part thereof or interest therein or right in respect thereof or attempt or agree so to do; ortherein, save for Permitted Security; (df) do that the Chargor will not permit any person other than the Chargor, the Minister, the Minister's nominee, any receiver appointed hereunder or cause any purchaser from the Minister or permit any such receiver to be done anything which will deliberately depreciateregistered as holder of the Secured Assets, jeopardise or prejudice other than pursuant to any Permitted Security; (g) that there is not now pending against the value Chargor nor is there to the Noteholders best of the Shares Chargor's knowledge or belief being threatened any litigation or any proceedings which might affect the Secured Assets or the Derivative Assetscontinued operation of NBD DAC’s business; and (h) that, if requested by the Minister, it will deposit the original Agreements with the Minister and permit the Minister to retain the Agreements as part of the security created by or pursuant to this Deed. (3) Notwithstanding anything to the contrary in this Deed and the Limited Recourse Guarantee: (a) the Chargor shall remain liable under each of the Agreements, to perform all of its duties and obligations under each of the Agreements to the same extent as if this Deed had not been executed; (b) the exercise by the Minister of any of the rights under this Deed shall not release the Chargor from any of its duties or obligations under any of the Agreements; and (c) the Minister shall not, by reason of this Deed, have any obligation or liability under any of the Agreements and nor shall the Minister, by reason of this Deed, be obligated to perform any of the obligations or duties of the Chargor under any of the Agreements or to take any action to collect or enforce any of the Agreements.

COVENANTS BY THE CHARGOR. 4.1 The Chargor covenants with the Security Trustee that during the continuance of this security the Chargor will:-that, for so long as any Secured Obligations remain outstanding: (i) forthwith upon execution of this Deed deposit with the Security Trustee all the share certificates of the Shares and instruments of transfer (with the name of the transferee, the consideration and the date left blank but otherwise duly completed and executed) relating to the Shares; (ii) ensure so far as 5.1 it is able that the Shares are at all times free from any restriction on transfer (whether under any relevant constitutive documents or otherwise) by the Security Trustee or its nominees to perfect or enforce the security constituted or intended to be constituted by this Deed; (iii) upon the accrual, offer or issue of any Derivative Assets (apart from dividends) which have not accrued or been issued to the Security Trustee or nominees as registered holder of the Shares to which those Derivative Assets relate, shall deliver to the Security Trustee all such Derivative Assets and any certificates or documents of title to the same together with instruments of transfer (with the name of the transferee, the consideration and the date left blank but otherwise duly completed and executed) relating to such Derivative Assets; (iv) notify the Security Trustee of the contents of any communication or document received by it from the Debtor in relation to any of the Shares or Derivative Assets; (v) not, otherwise than Chargee as security in accordance with the terms of this Deed Charge the following (without on the prior consent date hereof) in writing form and substance acceptable to the Chargee: 5.1.1 a memorandum signed by a director of the Security Trustee):-Company concerning the endorsement of a note of this Charge on the Register of Members of the Company; (a) permit any person other than 5.1.2 a notice of charge addressed by the Chargor to the Company. 5.2 it shall promptly pay (and shall indemnify the Chargee on demand against) all calls, instalments and other payments which may be registered as holder made or become due in respect of the Charged Shares or any part thereofand so that, in the event of default by the Chargor, the Chargee may do so on behalf of the Chargor; (b) create or purport to 5.3 it shall not, except with the written consent of the Chargee: 5.3.1 create or permit to subsist exist over all or part of the Charged Shares (or any interest therein) any Security Interest (other than a Project Encumbrance) whether ranking prior to, pari passu with or behind the security contained in favour of the Security Trustee or a Security Interest governed by the Subordination Agreement (as defined in the Instrument)) on or over the Shares or the Derivative Assets or any part thereof or interest therein or right in respect thereof or enter into any agreement to grant or create such a Security Interestthis Charge; (c) 5.3.2 sell, transfer or otherwise dispose of the Charged Shares or the Derivative Assets or any part thereof or interest therein or right in respect thereof or attempt or agree to so dispose (other than pursuant to doenforcement of a Project Encumbrance); 5.3.3 permit any person other than the Chargor or the Chargee or the Chargee's nominee or nominees to be registered as, or become the holder of, the Charged Shares (other than pursuant to enforcement of a Project Encumbrance); or (d) do 5.3.4 vote in favour of a resolution to amend, modify or cause or permit to be done anything which will deliberately depreciate, jeopardise or prejudice change the value memorandum and articles of association of the Company in any material way; 5.4 save as contemplated by the Agreement and to the Noteholders extent that the same is within the control of the Chargor, no further shares in the Company will be issued without the prior consent of the Chargee; 5.5 it shall promptly forward to the Chargee all material notices, reports, accounts and other documents relating to the Charged Shares which it may receive from time to time (including all notices of meetings of the shareholders of the Company); 5.6 at any time after the service of an Enforcement Notice it shall exercise all voting and other rights and powers which may at any time be exercisable by the holder of the Charged Shares as the Chargee may in its absolute discretion direct; 5.7 it shall not take or accept any Security Interest from the Derivative AssetsCompany or, in relation to the Secured Obligations, from any third party, without first obtaining the Chargee's written consent; 5.8 unless directed in writing to do so by the Chargee it shall not prove in a liquidation or winding up of the Company until all the Secured Obligations are paid in full and if directed to prove by the Chargee (or if the Chargor otherwise receives any payment or other benefit in breach of this sub-clause or sub-clause 5.

COVENANTS BY THE CHARGOR. 4.1 The Chargor covenants that, for so long as any Secured Obligations remain outstanding: 3.1 it shall, on the date hereof, forthwith and from time to time deposit with the Security Trustee that during Chargee all certificates and other documents of title relating to the continuance of this Charged Shares. 3.2 it shall deliver to the Chargee as security for the Chargor will:- (i) forthwith upon execution Secured Obligations in accordance with the terms of this Deed deposit with the Security Trustee all following (on the share certificates date hereof) in form and substance acceptable to the Chargee: (a) the resolutions and authorities of the Shares and instruments Chargor required to authorize the execution of transfer (with the name of the transferee, the consideration and the date left blank but otherwise duly completed and executed) relating to the Shares; (ii) ensure so far as it is able that the Shares are at all times free from any restriction on transfer (whether under any relevant constitutive documents or otherwise) by the Security Trustee or its nominees to perfect or enforce the security constituted or intended to be constituted by this Deed; (iiib) upon the accrual, offer or issue of any Derivative Assets (apart from dividends) which have not accrued or been issued to the Security Trustee or nominees as registered holder original share certificates in respect of the Shares to which those Derivative Assets relate, deliver to the Security Trustee all such Derivative Assets and any certificates or documents of title to the same together with instruments of transfer (with the name of the transferee, the consideration and the date left blank but otherwise duly completed and executed) relating to such Derivative AssetsCharged Shares; (ivc) notify the Security Trustee blank, signed and undated instrument of transfer in respect of the contents of any communication or document received by it from Charged Shares (in the Debtor form set out in relation to any of the Shares or Derivative AssetsSchedule 2); (vd) notupon execution of this Deed, otherwise than a notice of charge addressed by the Chargor to the Company (in accordance with the form set out in Schedule 3); (e) an executed irrevocable letter of undertaking and confirmation from the Company to the Chargee (in the form set out in Schedule 4); and (f) any further document as the Chargee may reasonably request to make this Deed Charge more effective or further the intent of this Deed. 3.3 it shall promptly pay (without and shall indemnify the prior consent Chargee on demand against) all calls, instalments and other payments which may be made or become due in writing respect of the Security Trustee):-Charged Shares and so that, in the event of default by the Chargor, the Chargee may do so on behalf of the Chargor; 3.4 it shall not except with the written consent of the Chargee: (a) create or permit to exist over all or part of the Charged Shares (or any person interest therein) any Security Interest or other Encumbrance (other than the Chargor created or expressly permitted to be registered as holder of created under this Deed) whether ranking prior to, pari passu with or behind the Shares or any part thereofsecurity contained in this Deed; (b) create or purport to create or permit to subsist any Security Interest (other than in favour of the Security Trustee or a Security Interest governed by the Subordination Agreement (as defined in the Instrument)) on or over the Shares or the Derivative Assets or any part thereof or interest therein or right in respect thereof or enter into any agreement to grant or create such a Security Interest; (c) sell, transfer or otherwise dispose of the Charged Shares or the Derivative Assets or any part thereof or interest therein or right in respect thereof or attempt or agree to so dispose (other than permitted under this Deed); (c) permit any person other than the Chargor or the Chargee or the Chargee's nominee or nominees to do; orbe registered as, or become the holder of, the Charged Shares; (d) do vote in favour of a resolution to amend, modify or cause or permit to be done anything which will deliberately depreciate, jeopardise or prejudice change the value to the Noteholders memorandum and articles of association of the Company or any of its subsidiaries in any manner that could reasonably be expected to have an adverse impact on either the Charged Shares or the Derivative Assetsrights of the Chargee under this Deed; 3.5 to the extent that the same is within the control of the Chargor, no further shares in the Company will be issued without the prior consent of the Chargee; 3.6 it shall promptly forward to the Chargee all material notices, reports, accounts and other documents relating to the Charged Shares which it may receive from time to time (including all notices of meetings of the shareholders of the Company); 3.7 at any time after the service of an Enforcement Notice, it shall exercise all voting and other rights and powers which may at any time be exercisable by the holder of the Charged Shares as the Chargee may in its absolute discretion direct; 3.8 it shall not take or accept any Security Interest from the Company or, in relation to the Secured Obligations, from any third party, without first obtaining the Chargee's written consent; 3.9 unless directed in writing to do so by the Chargee or otherwise required hereunder, it shall not approve a liquidation or winding up of the Company until all the Secured Obligations are paid or discharged in full and if directed to so approve by the Chargee (or if the Chargor otherwise receives any payment or other benefit in breach of this sub-section or sub-section 3.8 above) the Chargor shall hold all monies received by it on trust for the Chargee to satisfy the Secured Obligations; 3.10 it shall not claim payment whether directly or by set-off, lien, counterclaim or otherwise of any amount which may be or has become due to the Chargor by the Company by reason of or arising from the Secured Obligations; 3.11 it shall enter details of this Charge in the register of charges of the Chargor and will, within 5 business days after the date hereof, make a filing with the Registrar of Corporate Affairs (or its equivalent counterpart) of the British Virgin Islands (the “Registrar”) under section 163 of the Act to register details of this Charge and upon receipt from the Registrar of the certificate of registration, it shall promptly provide the Chargee with a copy thereof and it shall not file any change in the register or elect to cease registration of Charge in the register without the consent of the Chargee or until the release of this Charge. 3.12 it shall use its best efforts to procure the entry in the share register of the Company the details of this Charge, and to have the Company not file any change in the register without the consent of the Chargee. 3.13 it shall obtain permission from the competent governmental authority in the Cayman Islands (if required) for the transfer of the Charged Shares to the Chargee pursuant to this Charge within twenty (20) Business Days after the date hereof, unless this requirement is waived in writing by the Chargee.

COVENANTS BY THE CHARGOR. 4.1 (1) The Chargor hereby covenants with the Security Trustee Minister that during the continuance of this security the Chargor will:-will at all times: (a) continue to be the holder of 100% of the issued share capital of NBI DAC other than the Special Share, unless otherwise permitted under the Project Agreement; (b) upon the execution of this Deed, deposit with the Minister and permit the Minister during the continuance of this security to hold and retain:- (i) forthwith upon execution of this Deed deposit with the Security Trustee all the stock/share certificates and documents of the Shares and instruments of transfer (with the name of the transferee, the consideration and the date left blank but otherwise duly completed and executed) title relating to the SharesSecurities; (ii) ensure so far as it is able that stock transfer forms in respect of the Shares are at all times free from any restriction on transfer (whether under any relevant constitutive documents or otherwise) Securities duly executed by the Security Trustee or its nominees to perfect or enforce Chargor but undated and with the security constituted or intended to be constituted by this Deedtransferee details left blank; (iii) undated letters of resignation from the directors of NBI DAC and authorisations (in the form set out in Part 1 of the Third Schedule) to date those letters upon the accrual, offer or issue occurrence of any Derivative Assets (apart from dividends) which have not accrued or been issued to the Security Trustee or nominees as registered holder of the Shares to which those Derivative Assets relate, deliver to the Security Trustee all such Derivative Assets and any certificates or documents of title to the same together with instruments of transfer (with the name of the transferee, the consideration and the date left blank but otherwise duly completed and executed) relating to such Derivative Assetsan Enforcement Event; (iv) notify the Security Trustee of the contents of any communication or document received by it from the Debtor a duly executed irrevocable voting proxy in relation to any the Securities in the form set out in Part II of the Shares or Derivative AssetsThird Schedule; (v) nota duly executed dividend payment mandate in relation to the Securities in the from set out in Part 1 of the Third Schedule; (vi) a duly executed authorisation in respect of the dating of the stock transfer forms, otherwise than voting proxy and dividend payment mandate in accordance with this Deed the form set out in Part III of the Second Schedule; (vii) such other documents as the Minister may from time to time require for perfecting its title to the Securities (duly executed by or signed on behalf of the registered holder) or for vesting or enabling it to vest the same in itself or its nominees or in any purchasers to the intent that the Minister may at any time following an Enforcement Event without notice present same for registration; (c) duly and promptly pay all calls instalments or other payments which may be made or become due in respect of any of the Securities as and when the same from time to time become due; (d) not (without the prior consent in writing of the Security Trustee):-Minister):- (ai) permit any person other than the Chargor to be registered as holder of the Shares Secured Assets or any part thereof; (bii) create or purport to create or permit to subsist any Security Interest mortgage debenture charge lien or encumbrance (other than in favour of the Security Trustee or a Security Interest governed by the Subordination Agreement (as defined in the Instrument)Minister) on or over the Shares Secured Assets or any part thereof or interest therein; or (iii) sell transfer or otherwise dispose of the Derivative Secured Assets or any part thereof or interest therein or right attempt or agree to do so. (e) not knowingly cause (in so far as it is able to prevent same using all reasonable endeavours), or permit to be done anything which may be expected to depreciate jeopardise or otherwise prejudice the value to the Minister of the Secured Assets hereby charged and/or assigned. (2) The Chargor hereby further covenants and agrees with the Minister:- (a) that the Minister and its nominees at the discretion of the Minister may on or after the occurrence of an Enforcement Event, exercise in the name of the Chargor or otherwise at any time whether before or after demand for payment and without any further consent or authority on the part of the Chargor in respect of the Securities any voting rights and all powers given to trustees by law in respect of securities or property subject to a trust and any powers or rights which may be exercisable by the person in whose name the securities are registered or by the bearer thereof or enter into and such powers shall be exercised subject to the provisions of Clause 4; (b) that the Chargor shall immediately notify the Minister of any agreement intention on the part of the Chargor to grant or create such a Security Interestseek to have NBI DAC put under Court protection under the provisions of the Companies Xxx 0000; (c) sellthat the Chargor will, if so required by the Minister, ensure that the Minister’s interest in the Securities is recorded in the shareholders’ register; (d) that the Chargor shall, on or after the occurrence of an Enforcement Event, transfer all or otherwise dispose any of the Shares Securities and the benefit of any of the Agreements to the Minister or to such nominees wheresoever situate or agents as the Derivative Minister may select and that all the Securities shall be held at the expense risk and responsibility of the Chargor; (e) that the Chargor will not create or purport to create any subsequent mortgage charge assignment or other disposition affecting the Secured Assets or any part thereof or interest therein or right in respect thereof or attempt or agree so to do; ortherein, save for Permitted Security; (df) do that the Chargor will not permit any person other than the Chargor, the Minister, the Minister's nominee, any receiver appointed hereunder or cause any purchaser from the Minister or permit any such receiver to be done anything which will deliberately depreciateregistered as holder of the Secured Assets, jeopardise or prejudice other than pursuant to any Permitted Security; (g) that there is not now pending against the value Chargor nor is there to the Noteholders best of the Shares Chargor's knowledge or belief being threatened any litigation or any proceedings which might affect the Secured Assets or the Derivative Assetscontinued operation of NBI DAC’s business; and (h) that, if requested by the Minister, it will deposit the original Agreements with the Minister and permit the Minister to retain the Agreements as part of the security created by or pursuant to this Deed. (3) Notwithstanding anything to the contrary in this Deed and the Limited Recourse Guarantee: (a) the Chargor shall remain liable under each of the Agreements, to perform all of its duties and obligations under each of the Agreements to the same extent as if this Deed had not been executed; (b) the exercise by the Minister of any of the rights under this Deed shall not release the Chargor from any of its duties or obligations under any of the Agreements; and (c) the Minister shall not, by reason of this Deed, have any obligation or liability under any of the Agreements and nor shall the Minister, by reason of this Deed, be obligated to perform any of the obligations or duties of the Chargor under any of the Agreements or to take any action to collect or enforce any of the Agreements.

COVENANTS BY THE CHARGOR. 4.1 The Chargor covenants that, for so long as any Secured Obligations remain outstanding: 3.1 he shall, on the date hereof, forthwith and from time to time deposit with the Security Trustee that during Chargee all certificates and other documents of title relating to the continuance Charged Shares. 3.2 he shall deliver to the Chargee as security for the Secured Obligations in accordance with the terms of this security Deed the Chargor will:-following (on the date hereof) in form and substance acceptable to the Chargee: (ia) forthwith original share certificates in respect of the Charged Shares; (b) blank, signed and undated instrument of transfer in respect of the Charged Shares (in the form set out in Schedule 2); (c) upon execution of this Deed deposit with Deed, a notice of charge addressed by the Security Trustee all the share certificates of the Shares and instruments of transfer (with the name of the transferee, the consideration and the date left blank but otherwise duly completed and executed) relating Chargor to the SharesCompany (in the form set out in Schedule 3); (iid) ensure executed but undated letters of resignation and release together with executed letters of authority to date the same from the directors of the Company (in the form set out in Schedule 4); (e) an executed irrevocable letter of undertaking and confirmation from the Company to the Chargee (in the form set out in Schedule 5); (f) executed but undated written resolutions of all directors of the Company (in the form set out in Schedule 6); and (g) any further document as the Chargee may reasonably request to make this Charge more effective or further the intent of this Deed. 3.3 he shall promptly pay (and shall indemnify the Chargee on demand against) all calls, instalments and other payments which may be made or become due in respect of the Charged Shares and so far as it is able that that, in the Shares are at all times free from any restriction on transfer (whether under any relevant constitutive documents or otherwise) event of default by the Chargor, the Chargee may do so on behalf of the Chargor; 3.4 he shall not except with the written consent of the Chargee: (a) create or permit to exist over all or part of the Charged Shares (or any interest therein) any Security Trustee Interest or its nominees other Encumbrance (other than created or expressly permitted to perfect be created under this Deed) whether ranking prior to, pari passu with or enforce behind the security constituted or intended to be constituted by contained in this Deed; (iii) upon the accrual, offer or issue of any Derivative Assets (apart from dividends) which have not accrued or been issued to the Security Trustee or nominees as registered holder of the Shares to which those Derivative Assets relate, deliver to the Security Trustee all such Derivative Assets and any certificates or documents of title to the same together with instruments of transfer (with the name of the transferee, the consideration and the date left blank but otherwise duly completed and executed) relating to such Derivative Assets; (iv) notify the Security Trustee of the contents of any communication or document received by it from the Debtor in relation to any of the Shares or Derivative Assets; (v) not, otherwise than in accordance with this Deed (without the prior consent in writing of the Security Trustee):- (a) permit any person other than the Chargor to be registered as holder of the Shares or any part thereof; (b) create or purport to create or permit to subsist any Security Interest (other than in favour of the Security Trustee or a Security Interest governed by the Subordination Agreement (as defined in the Instrument)) on or over the Shares or the Derivative Assets or any part thereof or interest therein or right in respect thereof or enter into any agreement to grant or create such a Security Interest; (c) sell, transfer or otherwise dispose of the Charged Shares or the Derivative Assets or any part thereof or interest therein or right in respect thereof or attempt or agree to so dispose (other than permitted under this Deed); (c) permit any person other than the Chargor or the Chargee or the Chargee's nominee or nominees to do; orbe registered as, or become the holder of, the Charged Shares; (d) do vote in favour of a resolution to amend, modify or cause or permit to be done anything which will deliberately depreciate, jeopardise or prejudice change the value to the Noteholders memorandum and articles of association of the Company or any of its subsidiaries in any manner that could reasonably be expected to have an adverse impact on either the Charged Shares or the Derivative Assetsrights of the Chargee under this Deed; 3.5 to the extent that the same is within the control of the Chargor, no further shares in the Company will be issued without the prior consent of the Chargee; 3.6 he shall promptly forward to the Chargee all material notices, reports, accounts and other documents relating to the Charged Shares which he may receive from time to time (including all notices of meetings of the shareholders of the Company); 3.7 at any time after the service of an Enforcement Notice, he shall exercise all voting and other rights and powers which may at any time be exercisable by the holder of the Charged Shares as the Chargee may in its absolute discretion direct; 3.8 he shall not take or accept any Security Interest from the Company or, in relation to the Secured Obligations, from any third party, without first obtaining the Chargee's written consent; 3.9 unless directed in writing to do so by the Chargee or otherwise required hereunder, he shall not approve a liquidation or winding up of the Company until all the Secured Obligations are paid or discharged in full and if directed to so approve by the Chargee (or if the Chargor otherwise receives any payment or other benefit in breach of this sub-section or sub-section 3.8 above) the Chargor shall hold all monies received by him on trust for the Chargee to satisfy the Secured Obligations; 3.10 he shall not claim payment whether directly or by set-off, lien, counterclaim or otherwise of any amount which may be or has become due to the Chargor by the Company by reason of or arising from the Secured Obligations; 3.11 he shall procure the entry in the share register of the Company the details of this Charge pursuant to Section 66(8) of the Act, and to have the Company submit a copy of such share register with the Registrar for registration pursuant to section 231 of the Act, and to ensure that the Company shall not file any change in the register or elect to cease registration of changes in the register without the consent of the Chargee.

COVENANTS BY THE CHARGOR. 4.1 The Chargor hereby covenants with the Security Trustee Agent that during the continuance of this security the Chargor will:-will: (a) deposit with the Agent (unless the Agent shall otherwise agree) only Shares which are fully paid and which it has a good right to deposit and transfer free from any option, lien, charge or encumbrance of any kind and in respect of which it shall lodge: (i) forthwith upon execution of this Deed deposit with the Security Trustee all the share certificates and documents of the Shares and instruments of transfer (with the name of the transferee, the consideration and the date left blank but otherwise duly completed and executed) relating to the Sharestitle; (ii) ensure so far as it is able that executed undated transfers of the Shares are at all times free from any restriction on transfer (whether under any relevant constitutive documents completed in blank or otherwise) by duly executed and dated transfers in favour of the Security Trustee Agent as agent and trustee of the Secured Parties or its nominees to perfect nominee or enforce agent as the security constituted or intended to be constituted by this Deed;Agent may direct; and (iii) upon such other documents as the accrual, offer or issue Agent may from time to time require for perfecting the title of any Derivative Assets (apart from dividends) which have not accrued or been issued the Secured Parties to the Security Trustee Shares including any bonus or nominees as registered holder rights issue (duly executed by or signed on behalf of the Shares registered holder) or for vesting or enabling the Chargor to which those Derivative Assets relate, deliver vest the same in the Agent or its nominees or in any purchaser to the Security Trustee all such Derivative Assets and intent that the Agent may at any certificates or documents of title to the same together with instruments of transfer (with the name of the transferee, the consideration and the date left blank but otherwise duly completed and executed) relating to such Derivative Assetstime without notice present them for registration; (ivb) notify the Security Trustee duly and promptly pay all calls, instalments or other payments which may be made or become due in respect of the contents of any communication or document received by it from the Debtor in relation to any of the Shares or Derivative Assetsas and when the same from time to time become due (and if the Chargor does not do so, the Agent may make such payments on behalf of the Chargor, in which event any sums so paid shall be reimbursed on demand by the Chargor to the Agent); (vc) not, otherwise than in accordance comply promptly with this Deed any notice served on it under the Companies Xxx 0000; (d) not (without the prior consent in writing of the Security Trustee):-Agent or except as provided herein); (ai) permit any person other than the Chargor or the Agent (or its nominee or agent) to be registered as holder of the Shares or any part thereof; (bii) create or purport to create or permit to subsist any Security Interest mortgage, charge, lien or encumbrance (other than in favour of the Security Trustee or a Security Interest governed by the Subordination Agreement (as defined in the Instrument)Agent) on or over the Shares or any part thereof or interest therein; or (iii) sell, transfer, grant any option over or otherwise dispose of the Derivative Assets Shares or any part thereof or interest therein or right in respect thereof or enter into any agreement to grant or create such a Security Interest; (c) sell, transfer or otherwise dispose of the Shares or the Derivative Assets or any part thereof or interest therein or right in respect thereof or attempt or agree so to do; or; (de) not do or cause or permit to be done anything which will deliberately may in any way depreciate, jeopardise or otherwise prejudice the value rights of the Secured Parties in the Shares; (f) if as a result of its ownership of the Shares, it becomes entitled to the Noteholders receive, or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganisation), option or rights whether in addition to, in substitution for, as a conversion of, or in exchange for any of the Shares or otherwise in respect thereof, the Derivative AssetsChargor shall accept the same on behalf of the Agent and the Secured Parties, hold the same in trust for the Agent and the Secured Parties and deliver the same forthwith to the Agent in the exact form received, together with an undated transfer thereof completed in blank or duly executed and dated transfer forms in favour of the Agent as agent and trustee of the Secured Parties or its nominee or agent as the Agent may direct additional security for the Secured Obligations. Any sums paid upon or in respect of the Shares upon the liquidation, winding-up or other dissolution of any of the Issuers shall be paid over to the Agent to be held by it hereunder for the rateable benefit of the Secured Parties as additional security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Shares or any property shall be distributed upon or with respect to the Shares pursuant to the recapitalisation or reclassification of the capital of any of the Issuers or pursuant to the reorganisation thereof, the property so distributed shall be delivered to the Agent to be held by it for the benefit of the Secured Parties, subject to the terms hereof, as additional security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Shares shall be received by the Chargor, the Chargor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent and the Secured Parties segregated from other funds of the Chargor, as additional security for the Secured Obligations; (g) not, without the prior written consent of the Agent, vote to enable, or take any other action to permit, any of the Issuers to issue any shares of the same class as the Shares or of any other class or other "equity security" (as defined in section 94 of the Companies Act 1985); and (h) if, at any time after the date hereof, the Chargor acquires any shares of any class in an Issuer or if any company becomes an English Subsidiary, in respect of sixty-five per cent of the shares so acquired or of the shares held by the Chargor in the English Subsidiary (as appropriate), forthwith lodge the certificates and other documents referred to in, and in accordance with, Clause 4.1(a)(i), (ii) and (iii), whereupon Schedule 1 shall be amended by the Agent to include appropriate details of such shares. 4.2 The Chargor hereby further covenants and agrees with the Agent that: (a) the Agent and its nominees at the discretion of the Agent may exercise in the name of the Chargor or otherwise at any time whether before or after demand for payment and without any further consent or authority on the part of the Agent in respect of the Shares any voting rights and any powers or rights which may be exercisable by the person in whose name the Shares are registered or by the bearer thereof, but such powers and rights shall be exercised subject to the provisions of Clause 5, (b) the Chargor will, if so requested by the Agent, transfer all or any of the Shares to such nominees wheresoever situate or agents as the Agent may select and the Chargor agrees that the agent may hold all or any of such Shares in any branch of the Agent or with any correspondents or other agent whether in the United Kingdom or overseas and that all the Shares shall be held at the expense, risk and responsibility of the Chargor; and (c) subject to Clause 9.7, the Chargor shall provide to the Agent a copy of any report, accounts, circular or notice received in respect of or in connection with any of the Shares promptly following the receipt thereof by the Chargor.